U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

SEC FILE NUMBER
000-27199


CUSIP NUMBER
63072 A 207

(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 10-Q & 10-QSB
             [  ] Form N-SAR


         For Period Ended: March 31, 2006
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         [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
         [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
         [ ] Transition Report on Form N-SAR For the Transition Period Ended:


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  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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Part I--Registrant Information


Full Name of Registrant:            Lion-Gri International, Inc.


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Former Name if Applicable


609 Hampshire Lane
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Address of Principal Executive Office (Street and Number)


Oveido        Florida                   32765
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City,         State and                 Zip Code


Part II--Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort and expense
and the Registrant seeks relief pursuant to Rule 12b-5(b), the following should
be completed. (Check box if appropriate)

     (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense; [ ]
     (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date [ X ]; and
     (c)  The accountant's statement or other exhibit required by Rule 12b-25
          has been attached if applicable. [ ]




Part III--Narrative

State below, in reasonable detail, the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period. (Attach extra sheets, if
needed)

The Company could not complete the Form 10-QSB within the prescribed time
because of additional time required by the Registrant's management to provide
certain information to be included in the quarterly report.


Part IV--Other Information

(1)  Name and telephone number of person to contact in regard to this
     notification

     Maria-Fernanda Rosales         (800)          377-2137
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     (Name)                      (Area Code) (Telephone Number)

(2)  Have all other periodic reports under section 13 or 15(d) of the Securities
     Exchange Act of 1934 or section 30 of the Investment Company Act of 1940
     during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).

                                 [X] Yes [ ] No


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?

                                [ ] Yes [ X ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

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                          Lion-Gri International, Inc.
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                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:    May 15, 2006              By:     /s/ Maria Gracia Rosales
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                                   Name:   Maria Gracia Rosales
                                   Title:  President and Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

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                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

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