UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB Number: 3235-0058
FORM 12b-25
SEC FILE NUMBER: 333-108300
CUSIP NUMBER: 67083E 20 7
NOTIFICATION OF LATE FILING
[] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
For Period Ended: December 31, 2009
[ ] 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:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: OBN HOLDINGS INC.
Former Name if Applicable: none
8275 SOUTH EASTERN AVE, SUITE 200
Address of Principal Executive Office (Street and Number):
LAS VEGAS, NEVADA 89123
City, State and Zip Code:
Telephone number: (702) 938-0467
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
[X] (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 of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed
within the prescribed time period.
The compilation, dissemination and review of the information required to be
presented in the Form 10-Q for the relevant quarter has imposed time
constraints that have rendered timely filing of the Form 10-Q impracticable
without undue hardship and expense to the registrant. The Company fully
expects to be able to file within the additional time allowed by this report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of contact person in regard to this notification:
Roger Neal Smith, CEO (702) 938-0467
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required 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 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.
The company expects to report gross sales for the three and six month ended
December 31, 2009 of $2,245,606 and $5,381,914, respectively. Gross sales for
the three and six months ended December 31, 2008 were $5,812,055 and
$12,244,615. The differences between expected gross sales for the three and
six month periods of 2009 relative to gross sales reported for the
corresponding periods of 2008 is primarily the result of the swine flu scare
and the overall economic downturn. The company expects to report gross profit
(gross sales minus cost of goods sold) for the three and six months ended
December 31, 2009 of $460,531 and 1,001,084, respectively. Gross profit (gross
sales minus cost of goods sold) for the three and six months ended December 31,
2008 of $1,322,057 and $3,052,217, respectively. The differences between
expected gross profit for the three and six month periods of 2009 relative to
gross profit reported for the corresponding periods of 2008 is primarily the
result of having to significantly increased spoilage and transportation cost
related to the swine flu scare. In addition, the average profit margin slightly
decreased as some customers that went out of business due to the global
economic downturn were replaced with new customers.
The company expects to report a loss from operations for the three and six
months ended December 31, 2009 of $407,749 and $359,990, respectively. For
the corresponding periods ended December 31, 2008 the reported loss from
operations were $1,163,153 and $1,084,486, respectively. The difference
between expected the operating loss for the period of 2009 relative to the
corresponding periods of 2008 is primarily due to one-time deferred executive
compensation expenses that were recorded in 2008.
FORWARD-LOOKING STATEMENTS
This Notification of Late Filing on Form 12b-25 contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
In particular, statements by the Company regarding expected and estimated
results of operations for the quarter ended December 31, 2009, as well as
other statements of management's expectations, anticipations, beliefs, plans,
intentions, targets, estimates, or projections and similar expressions
relating to the future, are forward-looking statements within the meaning of
these laws. Forward-looking statements in some cases can be identified by
their being preceded by, followed by or containing words such as "estimate,"
"plan," "project," "forecast," "intend," "expect," "anticipate," "believe,"
"seek," "target" and other similar expressions. Forward-looking statements are
based on assumptions and assessments made by the Company's management in light
of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe to be
appropriate. Any forward-looking statements are not guarantees of the
Company's future performance and are subject to risks and uncertainties that
could cause actual results, developments and business decisions to differ
materially from those contemplated by any forward-looking statements.
OBN HOLDINGS INC.
(Name of Registrant)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 12, 2010
By: /s/ Roger Neal Smith
President and Chief Executive Officer