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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

 

 

 

 (Check One):

¨  Form 10-K   ¨  Form 20-F    ¨  Form 11-K    x Form 10-Q  ¨  Form 10-D  

¨  Form N-SAR ¨  Form N-CSR

 

 

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:                                                              


 

 

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 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

 

ION NETWORKS, INC.





Full Name of Registrant

 





Former Name if Applicable

 

120 Corporate Boulevard




Address of Principal Executive Office (Street and Number)

 

South Plainfield, NJ  07080




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;

 

(b)

 

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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 the reasons 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.

 

During the period that the Company’s management normally devotes to preparation of the Quarterly Report on Form 10-QSB, management needed to devote a significant amount of time and attention to preparation of the post-effective amendment to the Company’s registration statement on Form SB-2 and to the analysis required for implementation of FAS 123R.  As a result of these competing demands on limited management time, completion of the Form 10-QSB occurred late in the afternoon on the due date for the filing.  Filing occurred on the due date, approximately one hour after the deadline.







 

PART IV– OTHER INFORMATION

 

(1)

 

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


 

 

 

 

 

 

Patrick Delaney




(Name)

    

(908)





(Area Code)

  

546-3882





(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?       Yes    X  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.

 





 

 

ION NETWORKS, 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, 2006

 

By:

 

/s/ PATRICK E. DELANEY




 

 

 

 

Name:

 

Patrick E. Delaney

 

 

 

 

Title:

 

Chief Financial Officer