UNITED STATES ---------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 ---------------------------
OMB Number: 3235-0058
Expires: January 31, 2005
FORM 12b-25 Estimated average burden
hours per response. . .2.50
NOTIFICATION OF LATE FILING ---------------------------
SEC FILE NUMBER 000-49723
CUSIP NUMBER 45170F204
(Check One):
[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: MARCH 31, 2004
--------------
[ ] 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: ___________________
==============================================================================
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herin.
==============================================================================
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
N/A
------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
IGAMES ENTERTAINMENT, INC.
------------------------------------------------------------------------------
Full Name of Registrant
N/A
------------------------------------------------------------------------------
Former Name if Applicable
700 SOUTH HENDERSON ROAD, SUITE 210
------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
KING OF PRUSSIA, PA 19406
------------------------------------------------------------------------------
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)
(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 or 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
The fiscal year of iGames Entertainment, Inc. (the "Company") ended on
March 31, 2004. Accordingly, the Company's Annual Report on Form 10-KSB
was required to be filed by June 29, 2004. The Form 10-KSB could not be
filed within the prescribed time because of additional time required by
the Company's management to provide certain financial information to be
included in the Form 10-KSB. The foregoing reasons causing the Company's
inability to timely file its Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2004 could not be eliminated without unreasonable
effect or expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
CHRISTOPHER M. WOLFINGTON 610 354-8888
------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports 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 preceeding 12 months or for such shorter period that the
registrant was required to file such report(s) 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 statements 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
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
In January 2004, we completed a reverse merger with Money Centers of
America, Inc. and the acquisition of Available Money, Inc. In connection
with these transactions, we changed our plan of business from providing
gaming and security applications to casinos to providing cash access
services to casino patrons. As a result of this change in our business,
we wrote off all inventory related to our former business, recorded an
expense for impairment of intangible assets and recorded a non-cash
compensation expense related to the grant of options to Money Centers
employees and consultants at below market exercise prices. Accordingly,
we anticipate a net loss of approximately $6,650,000 for fiscal 2004.
------------------------------------------------------------------------------
IGAMES ENTERTAINMENT, 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: JUNE 30, 2004 By: /s/ CHRISTOPHER M. WOLFINGTON
------------- -----------------------------
Christopher M. Wolfington,
President and Chief Executive Officer