UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12B-25 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response. . .2.50 SEC File Number: 1-13669 CUSIP Number: 873774 10 3 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 JUNE 30, 2008 ---------------------- ___ 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 ___________________________ 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 TALON INTERNATIONAL, INC. ------------------------------------------------------- Former Name if Applicable ----------------------------------------------------- Address of Principal Executive Office (STREET AND NUMBER) 21900 BURBANK BLVD, SUITE 27 -------------------------------------------------------------------------------- City, State and Zip Code WOODLAND HILLS, CALIFORNIA 93167 ------------------------------------------------------ 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, Form 11-K, Form N-SAR or Form [X] 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 of 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. (Attach extra sheets if needed.) The Registrant's Form 10-Q, for the quarterly period ended June 30, 2008, could not be filed within the prescribed time period because certain information and data relating to and necessary for the completion of the Registrant's financial statements and management's discussion and analysis of financial condition and results of operations could not be obtained within such time period without unreasonable effort or expense. 2 PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. LONNIE D. SCHNELL (818) 444-4100 -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) or 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? 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. TALON INTERNATIONAL, 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 August 14, 2008 By: /S/ LONNIE D. SCHNELL ---------------------------------------- Name: Lonnie D. Schnell Title: Chief Executive Officer ATTENTION INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 3 PART IV - OTHER INFORMATION (3) EXPLANATION OF CHANGE The Registrant expects to report revenues of approximately $17.0 million and $27.0 million for the three and six months ended June 30, 2008, respectively; as compared to $13.5 million and $22.7 million, for the three and six months ended June 30, 2007, respectively. For the three months ended June 30, 2008, the Registrant expects to report net income of approximately $600,000 as compared to net income of $500,000 million for the same period in 2007. For the six months ended June 30, 2008, the Registrant expects to report a net loss of $1.2 million as compared to a net loss of $0.3 million for the same period in 2007. 4