0001188112-11-001455.txt : 20110516 0001188112-11-001455.hdr.sgml : 20110516 20110516163150 ACCESSION NUMBER: 0001188112-11-001455 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110331 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 EFFECTIVENESS DATE: 20110516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDO Security Inc. CENTRAL INDEX KEY: 0001301367 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51170 FILM NUMBER: 11847486 BUSINESS ADDRESS: STREET 1: 1332 8TH ST. CITY: SASKATOON STATE: A9 ZIP: S7H 0S9 BUSINESS PHONE: 3068801677 MAIL ADDRESS: STREET 1: 1332 8TH ST. CITY: SASKATOON STATE: A9 ZIP: S7H 0S9 FORMER COMPANY: FORMER CONFORMED NAME: Medical Exchange Inc. DATE OF NAME CHANGE: 20040824 NT 10-Q 1 t70708_nt10q.htm FORM 12B-25 t70708_nt10q.htm
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) :
o Form 10-K      o Form 20-F      o Form 11-K      x Form 10-Q      o    Form 10-D      o Form N-SAR     o Form N-CSR
 
 
For Period Ended: March 31, 2011
   
 
o    Transition Report on Form 10-K
 
o    Transition Report on Form 20-F
 
o    Transition Report on Form 11-K
 
o    Transition Report on Form 10-Q
 
o    Transition Report on Form N-SAR
 
For the Transition Period Ended: ______________________________

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

17 State Street
Address of Principal Executive Office

New York, NY 10004
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 Forms 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 reason why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof could not be filed within the prescribed time period.

The registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2011 could not be filed by the prescribed due date of May 16, 2011 because registrant had not yet finalized its treatment and disclosure of certain material events that occurred during the quarter. As a result, the review of registrant’s financial statements for the three months ended March 31, 2011 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 quarterly report will be filed on or before May 23, 2011.
 
PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

Michael Goldberg, Acting Chief Executive Officer (212) 214-1234

(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 three months ended March 31, 2010, the registrant had no revenues and a net loss of $2,016,234. For the three months ended March 31, 2011, the registrant currently estimates that it had revenues of approximately $19,000 and a net loss of approximately $2.17 million. Results for the three months ended March 31, 2011 remain subject to further adjustment.

The net loss for the three months ended March 31, 2011 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 three months ended March 31, 2011. 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: May 16, 2011
By:
/s/ Michael Goldberg
  
 
Michael Goldberg
  
 
Acting Chief Executive Officer