UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number
000-24431
(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: June 30, 2012
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
InkSure Technologies, Inc.
Full Name of Registrant
____________________
Former Name if Applicable
589 Fifth Avenue, Suite 401
Address of Principal Executive Office (
Street and Number
)
New York, NY 10017
City, State and Zip Code
PART II
RULE 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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o
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(a) 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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x
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(b) The subject annual report, semi-annual report, transition report on Form 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 subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant needs additional time to complete the presentation of its financial statements, and the analysis thereof.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
David (Dadi) Avner
(646) 233-1454
(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 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 reasons why a reasonable estimate of the results cannot be made.
In the six months ended on June 30, 2012, approximately 3% of our revenues were earned from our largest customer, compared with 49% in the six months ended on June 30, 2011, while approximately 14% and 0% of our revenues were earned from the other two large customers in the six months ended on June 30, 2012, compared with 17% and 14%, respectively, in the six months ended on June 30, 2011. Our revenues from our major customer, combined with the decreased revenues from the two other large customers noted above, totaled into 17% of our revenues in the six months ended on June 30, 2012, compared with 80%, in the six months ended on June 30, 2011, was the main reason for the decrease in our total revenues.
The loss of these customers, or any substantial portion of such customer’s business, which accounts for a significant portion of the registrant’s revenues, would adversely affect the registrant’s business, operating results and financial condition. In the event that the customers inform the registrant that they will not be able to purchase the registrant’s products at the same level as before, or at all, the registrant would need to provide disclosures regarding its business operations and liquidity and capital resources to reflect a potential decrease in total future revenues or even substantial doubt as to the registrant’s ability to continue its operations as a going concern.
InkSure Technologies, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
August 14
, 2012
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By:
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/s/ Tal Gilat
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Tal Gilat
President and Chief Executive Officer
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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 VIOLATIONS (SEE 18 U.S.C. 1001).
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