UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0058

 

 

Expires: April 30, 2009

 

Washington, D.C. 20549

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FORM 12b-25

SEC FILE NUMBER
0-23588

 

 

CUSIP NUMBER

 

NOTIFICATION OF LATE FILING

36467A 107

 

(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, 2007

 

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:

 

 

 

Read Instructions (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 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

 

GAMING PARTNERS INTERNATIONAL CORPORATION

Full Name of Registrant

 

 

Former Name if Applicable

 

1700 S. INDUSTRIAL ROAD

Address of Principal Executive Office (Street and Number)

 

LAS VEGAS, NEVADA 89102

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 reason 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, 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

 

 (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 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 delay in filing the Company’s Form 10-Q is due primarily to certain deficiencies in the Company’s accounting control procedures that were identified in the course of preparing its year-end financial statements for fiscal year ended December 31, 2006 which caused a delay in filing the Company’s Form 10-K for that year.  The Company also wished to ensure that its new auditors and new CFO, both of whom were engaged during the second half of 2006, had adequate time to complete their work on the Form 10-K.  The additional time which was required to complete the Company’s Form 10-K delayed certain work necessary to complete the Form 10-Q.  The continuing effects of such deficiencies are also contributing to the delay of the filing of the Form 10-Q.  The Company has identified certain of these deficiencies as material weaknesses in its Form 10-K.  The Company is working to resolve and remedy these weaknesses.

 

SEC 1344 (03-05)

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


 

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

 

Laura McAllister Cox

 

609

 

348-5755

 

(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 answer is no, identify report(s).

 

 

 

 

 

 

 

 

 

 

 

x Yes    o 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    o 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.

 

 

 

The Company expects a significant loss for the first quarter of 2007 as compared to net income of $2,080,000 in the first quarter of 2006.  Because the Company is still in the process of completing its financial statements for the first quarter, the Company is unable to reasonably estimate the results of operations to be reported in the Form 10-Q to which this form 12b-25 relates.

 

 

Gaming Partners International Corporation

 

(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 15, 2007

 

By

 

/s/ David W. Grimes

 

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).