U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
FORM 12b-25
Sec. File Number 0-9624 Cusip Number 460491 80 6
[Check One]
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q
[ ] Form N-SAR
For the Period Ended: December 31, 1997
[ ] 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 _____________________
Read Instructions (on back page) Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed 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 International Thoroughbred Breeders, Inc.
Former Name If Applicable
Address of Principal Executive Office (Street and Number)
Haddonfield Road and Route 70
City, State and Zip Code Cherry Hill, New Jersey 08034
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 12-b-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 expenses;
[b] The subject annual report, semi-annual report, transition report on
From 10-K, Form 2-F, Form 11-K, 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; 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 the Form 10-K, 20-F, 11-k,
10-Q or N-SAR or the transition report or portion thereof, could not be filed
within the prescribed time period. {Attach Extra Sheet if Needed}
See Attached
PART IV - OTHER INFORMATION
[1] Name and telephone number of person to contact in regard to this
notification
William Warner 609 488-3625
[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or 15[d] of
the Securities and Exchange Act of 1934 or Section 10 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
reports] been filed? If answer is no, identify report[s].
[ ] Yes [ X ] No
Form 10-K June 30, 1997 Form 10-Q September 30, 1997
[3] It is 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? [ X ] Yes [ ] 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.
International Thoroughbred Breeders, Inc.
[Name of Registrant as Specified in Charter]
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date February 17, 1998 By _____________________________________
William H. Warner, Principal Financial 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.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violation [See 18 U.S.C. 1001]
GENERAL INSTRUCTIONS
1.This form is required by Rule 12b-25 [17CFR 240.12b-25] of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2.One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of the public record in the
Commission files.
3.A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4.Amendments to the notifications must also be filed on form 12b-25, but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amendment notification.
International Thoroughbred Breeders, Inc.
Form 12b-25
Form 10-Q for Period Ended December 31, 1997
Part III - Narrative
As a result of delays in engaging an accounting firm to undertake an
audit of the Registrant's financial statements for the year ended June 30,
1997, the Registrant has not filed the Form 10-K report for the year then
ended. On October 14, 1997, the Company engaged BDO Seidman, LLP to audit its
financial statements for the fiscal year ended June 30, 1997. The Company and
BDO Seidman have been working diligently since such date in order to complete
the June 30, 1997 audit and file the required Form 10-K report. As a result
of the delay in completing and filing the Form 10-K and the first quarter Form
10-Q, the Company anticipates that this the Form 10-Q will also be filed after
its due date. The Company does, however, anticipate filing the Form 10-Q's
shortly after it files its Form 10-K.
Part IV - Other Information
(3)
For the three and six months ended December 31, 1996, the Registrant
reported a net loss of $3,093,821 and $3,624,309, respectively. For the three
months ended December 31, 1997 the Registrant anticipates reporting a net loss
of approximately $2,200,000 to $2,400,000 and for the six months ended
December 31, 1997 approximately $5,200,000 to $5,400,000. The decrease in
losses for the three months ended December 31, 1997 primarily resulted from
the net effects of: 1) a non-recurring write-off for the three months ending
December 31, 1996 of $2,585,000 in non-refundable deposits associated with the
option to purchase a parcel of land adjoining the El Rancho property in Las
Vegas offset by; 2) an increase of interest expense of approximately
$1,200,000 which reflects higher indebtedness levels incurred by the Company;
3) an increase of the amortization of financing costs of approximately
$550,000 which reflects the cost associated with the Company's new
indebtedness; and 4) a decrease in the operating income of approximately
$100,000.
The increase in losses for the six months ended December 31, 1997
primarily resulted from the net effects of: 1) an increase of interest expense
of approximately $2,800,000 which reflects higher indebtedness levels incurred
by the Company; 2) an increase of the amortization of financing costs of
approximately $1,100,000 which reflects the cost associated with the Company's
new indebtedness and; 3) a decrease in the operating income of approximately
$350,000 offset by 4) a non-recurring write-off for the six months ended
December 31, 1996 of $2,585,000 in non-refundable deposits associated with the
option to purchase a parcel of land adjoining the El Rancho property in Las
Vegas.
