UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: December 31, 1998
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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:
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
ILX Resorts Incorporated
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Full Name of Registrant
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Former Name if Applicable
2111 East Highland Avenue, Suite 210,
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Address of Principal Executive Office (Street and Number)
Phoenix, AZ 85016
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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)
[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, 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
[X] (c) The accountant's statement or other exhibit required by rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or portion
thereof, could not be filed within the prescribed period.
The Registrant is unable to file its Annual Report on Form 10-KSB for the year
ended December 31, 1998 without unreasonable effort or expense because its
independent accountants are unable to complete their audit of the registrant's
financial statements. The registrant's accountants were only recently engaged
and, as a result, they have not had ample time to complete their audit
procedures.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Nina Lopez Gordian, Esq. (212) 872-9881
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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 reports), 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 statement 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,
if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
The Registrant anticipates earnings for the year ended December 31, 1998 to be
$0.00 per share on a diluted basis as compared to $0.59 per share on a diluted
basis for the year ended December 31, 1997. This reduction in earnings is
attributable to low tour flow to the Company's South Bend sales office, coupled
with high marketing costs, as the Company pursued start-up of alternative
marketing approaches to generate tours to this office. Tours had previously been
produced by an outside vendor who was terminated due to unethical business
practices. Earnings were also unfavorably impacted by delays in opening Varsity
Clubs of America - Tucson Chapter, and reduced closing rates at the Sedona sales
office.
ILX RESORTS INCORPORATED
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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 31, 1999 By: /s/ Steve Morgan, Chief Financial Officer
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[LETTERHEAD OF HANSEN, BARNETT & MAXWELL]
March 31, 1999
ILX Resorts Incorporated
2111 East Highland Avenue, Suite 210
Phoenix, AZ 85016
Due to delays caused by having to perform additional audit procedures on the
beginning account balances of the Company and in having to prepare the Company's
depreciation schedules, we will not be able to complete our audit by the filing
due date. We are not aware of any issues that will preclude us from completing
our audit by the extension date of April 15, 1999.
HANSEN, BARNETT & MAXWELL
