UNITED STATES
(CHECK ONE): SECURITIES AND EXCHANGE COMMISSION
|_| Form 10-K WASHINGTON, DC 20549
|_| Form 20-F
|_| Form 11-K FORM 12B-25
|X| Form 10-Q
|_| Form N-SAR NOTIFICATION OF LATE FILING
For Period Ended: March 31, 2005
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|_| 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 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
NTN Communications, Inc.
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FULL NAME OF REGISTRANT
N/A
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FORMER NAME IF APPLICABLE
5966 La Place Court
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
Carlsbad, CA 92008
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CITY, STATE AND ZIP CODE
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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-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 |X| ( without unreasonable effort
or expense;
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
[X] 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.
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PART III -- NARRATIVE
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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 completion of the Company's internal control audit in late April
delayed the completion of the quarterly closing and review process. Due to this
delay and the limited financial resources available to the Company, the Company
cannot, without unreasonable effort and expense, finalize its quarterly report
on Form 10-Q for the quarter ended March 31, 2005, by the prescribed due date of
May 10, 2005.
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PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JAMES B. FRAKES, CHIEF FINANCIAL
OFFICER (760) 438-7400
_______________________________ _____________ ___________________
(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 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 |_| 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.
The Company is in the final stages of document compilation and
review and will file its Form 10-Q on or before the 5th calendar day
following the prescribed due date. The Company does not believe that the
causes of the delay in filing its quarterly report will have a material
effect on previously reported revenue, net operating loss, revenues or
cash flows and will not result in a material adverse impact on previously
report financial information.
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NTN Communications 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
hereunto duly authorized.
Date May 11, 2005 By /s/ James B. Frakes
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James B. Frakes,
Chief Financial Officer