U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR
For Period Ended: MARCH 31, 2006
[ ] 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:
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READ ATTACHED INSTRUCTION SHEET 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
Full Name of Registrant: ISRAMCO, INC
Former Name if Applicable:
Address of Principal Executive Office: 11767 Katy Freeway
(City, State and Zip Code): Houston, Texas, 77079
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 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 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 reasons why Form 10-K, 20-F, 11-K, 10-Q and
Form 10-QSB, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.
(Attach Extra Sheets if Needed)
The registrant's Quarterly Report on Form 10-QSB for the three months ended
March 31, 2006 could not be filed by the prescribed due date of May 15, 2006
because the registrant had not yet finalized its financial statements for the
three month period and the review of those financial statements is ongoing. The
delay is due in part to unforeseen circumstances encountered in closing and
consolidating with Magic 1 Cruise Line Corp., a British Virgin Island
corporation and registrant's wholly-owned subsidiary, such subsidiary's books
and records for the quarter ended March 31, 2006 within the prescribed time
period. 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 22,
2006.
PART IV - OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Monroe Cutler 713 621-3882
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(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).
[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 narrative
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
For the three months ended March 31, 2005, the registrant had revenues
of $2,201,000 and a net gain of $304,000. For the three months ended March 31,
2006, the registrant currently estimates that it had revenues of approximately
$3,045,000 and a net gain of approximately $ 500,000. At this time, registrant
believes that revenues for the three months ended March 31, 2006 will include a
non-recurring one-time payment to the registrant in the approximate amount of
$2.6 million as settlement of a lawsuits initiated by registrant. In addition,
at this time the registrant also believes that its results for the three months
ended March 31, 2006 will include a non-cash impairment charge in the
approximate amount of $2,200,000 in connection with the luxury cruise liner
operated by registrant's wholly owned subsidiary, Magic 1 Cruise Line Corp.
Results for the 2006 period remain subject to further adjustment and
actual results may differ significantly from the foregoing estimates.
ISRAMCO, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: MAY 15, 2006 By: /S/ HAIM TSUFF
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Haim Tsuff
Chief Executive Officer and
President
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.