UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER - 000-53014
NOTIFICATION OF LATE FILING
(CHECK ONE)
|_| FORM 10-K AND FORM 10-KSB |_| FORM 20-F |_| FORM 11-K
|X| FORM 10-Q AND FORM 10-QSB |_| FORM N-SAR
FOR PERIOD ENDED September 30, 2008
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|_| TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB
|_| TRANSITION REPORT ON FORM 20-F
|_| TRANSITION REPORT ON FORM 11-K
|_| TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB
|_| TRANSITION REPORT ON FORM N-SAR
FOR THE TRANSITION PERIOD ENDED:
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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:
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PART I--REGISTRANT INFORMATION
Full Name of Registrant: Z-II, Inc.
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Former Name of Registrant:
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Address of Principal Executive Office (Street and Number):
244 East 32nd St. Suite B, New York, NY 10016
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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-25b, 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
Forms 10-K, 10-KSB, Form 20-F, 11-K, 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 Forms 10-Q, 10-QSB, 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 the Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Company has not been able to compile the requisite financial data and
other narrative information necessary to enable it to have sufficient time to
complete the Company's Quarterly Report on Form 10-QSB by November 14, 2008, the
required filing date, without unreasonable effort and expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jack M. Rapport (212) 576-1515
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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 reports) 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.
Management anticipates reporting a loss of approximately $21,000 for
the three months ended September 30, 2008 as compared to a loss of approximately
$5,000 reported for the same period last year. We believe that the increased
loss primarily results from increases in professional fees.
Z-II, 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
hereto duly authorized
Dated: November 14, 2008 Z-II, Inc.
By: /s/ Jack M. Rapport
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Chief Financial Officer
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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amendment notification.