Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 01 2014 - 1:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 0-22055
CUSIP Number 87305 U102
(Check one)
:
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x
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form 10-D
o
Form N-SAR
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Form N-CSR
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For Period Ended:
December 31, 2013
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition Period Ended: ______________________________
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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
IDO Security Inc.
Full Name of Registrant
7875 SW 40th Street, Suite 224
Address of Principal Executive Office
Miami, Florida 33155-3510
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)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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S
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(b)
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The subject annual report, semi-annual report, transition report on Forms 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof will be
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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, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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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 reason why Forms 10-K,
20-F, 11-K, 10-QSB, 10-D, N-SAR, N-CSR or the transition report portion thereof could not be filed within the prescribed time period.
The registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013 could not be filed by the prescribed due date of March 31, 2014 because the registrant has
extremely limited resources and, accordingly, was unable to finalize its treatment and disclosure of certain material events that
occurred during fiscal year 2013 to allow for a proper view of 10-K. As a result, the audit of registrant’s 2013 financial
statements is ongoing. Accordingly, the registrant is unable to file such report within the prescribed time period without unreasonable
effort or expense. The registrant anticipates that the subject annual report will be filed on or before April 15, 2014.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification.
Magdiel Rodriguez, Chief Executive Officer (786-603-5212)
(2)
Have all other periodic reports required under Section 13 or 15(d) or 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 the answer is no, identify report(s). Yes
x
No
o
(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
o
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.
For the year ended December 31, 2012,
the registrant had revenues of $325,000 and a net loss of $3.5 million. For the year ended December 31, 2013, the registrant currently
estimates that it had revenues of $15,043 and a net loss of approximately $5.6 million. Results for the 2013 fiscal year remain
subject to further adjustment.
The decrease
in revenues for the 2013 period as compared to the 2012 period is primarily attributable to a deficiency of needed capital for
building and assembling inventory units as well as an associated decrease in marketing activities
.
The net loss for the 2013 period is primarily attributable to the following: (i) selling, general
and administrative expenses incurred related to building the business, (ii) interest expense incurred on debt, (iii) dividends
on preferred stock treated as interest expense for accounting purposes and (iv) amortization of debt discounts related to the issuances
of debt and preferred stock.
This Notification of Late Filing on Form
12b-25 contains forward-looking statements, including forward-looking statements relating to the Registrant's financial results
for the year ended December 31, 2013. These statements are based on management's current expectations and involve a number of risks
and uncertainties, including risks described in our filings with the Securities and Exchange Commission. The Registrant's actual
results may differ materially from the Registrant's anticipated or expected results and the results in the forward-looking statements.
IDO Security Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: April 1, 2014
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By:
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/s/ Magdiel Rodriguez
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Magdiel Rodriguez
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Chief Executive Officer
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