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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-25109
NOTIFICATION OF LATE FILING
(CHECK ONE): / /Form 10-K / /Form 11-K / /Form 20-F /X/Form 10-Q
For Period Ended: January 31, 1999
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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
Integrated Food Resources, Inc.
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Full Name of Registrant
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Former Name if Applicable
6700 SW Sandburg St.
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Address of Principal Executive Office (Street and Number)
Tigard, OR 97223
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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 or
expense and the registrant seeks relief pursuant to Rule 12b-25(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 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 or portion thereof, could not be filed within
the prescribed time period.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Brian Bittke or Dal Norris (503) 598-4375
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(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
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(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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Integrated Food Resources, 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
hereunto duly authorized.
Date March 16, 1999 By /s/ Brian Bittke
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PART III
NARRATIVE
The Registrant filed its registration statement on Form 10-SB on
November 25, 1998. The registration statement became effective on January
24,1999. The registrant received the staff's initial comment letter dated
January 26, 1999 on January 28, 1999. In that letter, the staff raised a
significant issue regarding how the registrant's real property assets in the
Republic of Guinea should be represented in the audited financial statements.
The registrant's auditors have been working with the Office of Chief Accountant
since that time to resolve the issue. The auditors believe that a resolution has
now been reached; however, the registrant and the auditors are awaiting written
confirmation from the staff. Since the manner of the proper accounting for the
foreign land grant has an impact on the registrant's quarterly financial
statements and since the issue has only now been resolved apparently, the
registrant has not been able to properly prepare the quarterly financial
statements for a timely filing on or about March 17, 1999.
