UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-24627
WASHINGTON, D.C. 20549
Cusip Number
449373109
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one) X Form 10-KSB Form 20-F Form 11-K Form 10-Q Form N-SAR
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For period Ended:
[X] Transition Report on Form 10-KSB
[ ] 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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
IDF International, Inc.
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Full Name of Registrant
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Former Name if Applicable
330 West 42nd Street (20th Floor)
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Address of Principal Executive Office (STREET AND NUMBER)
New York, New York 10036
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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 reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)
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
(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, Form 10-KSB,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be
filed with the prescribed time period. (Attach Extra Sheets if Needed)
The Company's preparation of its financial statements for the fiscal
year ended July 31, 1998, and the audit thereof, took longer than anticipated
due, in part, to the Company's recent hiring of a new Chief Financial Officer
and new President of one of its two subsidiaries. Although the Company has
worked diligently on preparing said financial statements and other items of the
Form 10-KSB, additional time is required in order to complete said financial
statements, the audit thereof, and other items.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael J. Nita, Esq. 973 285-1000
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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
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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? X Yes No
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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.
See Schedule A attached hereto
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IDF International, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on it behalf by the undersigned
hereunto duly authorized.
Date October 29, 1998 By /s/ Michael Losch
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MICHAEL LOSCH, Chief 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 persons
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
Violations (See 18 U.S.C. 1001).
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SCHEDULE A
The Company's results of operations for the fiscal year ended July
31, 1998 are expected to change significantly from the results of operations for
the prior period.
The Company's audited financial results for the fiscal year ended
July 31, 1998 will be its first full audited year of fiscal reporting since the
August 1997 acquisition of its TechStar subsidiary. Coincident with the
acquisition, the Company changed its fiscal year end to July 31 from June 30.
The Company expects a net loss for the fiscal year ended July 31,
1998 of approximately $1.9 million. This loss is due primarily to: (i) reduced
revenues, (ii) extraordinary legal and accounting expenses associated with the
Company's preparation and filing of a registration statement under the
Securities and Exchange Act of 1934 and (iii) interest expense on receivables.
The actual loss may be greater due to a reevaluation of the Company's intangible
assets. For the twelve month period ended June 30, 1997, on an unaudited pro
forma basis, the Company reported net income of approximately $1.6 million.
