UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12B-25 NOTIFICATION OF LATE FILING Commission File Number 001-13669 --------- (Check one) [X] Form 10-K ____ Form 11-K ___ Form 20-F ___ Form 10-Q ____ Form N-SAR For period ended DECEMBER 31, 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 ___________________________ 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 TALON INTERNATIONAL, INC. -------------------------------------------------------- Former name if applicable ------------------------------------------------------ Address of principal executive office (STREET AND NUMBER) 21900 BURBANK BLVD, ---------------------- SUITE 270 -------------------------------------------------------------------------------- City, state and zip code WOODLAND HILLS, CALIFORNIA 93167 ------------------------------------------------------- 12b25-1 PART II RULE 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, 10-KSB, 20-F, 11 -K or Form N-SAR, or [X] portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, 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 Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) The Registrant's Form 10-K, for the fiscal year ended December 31, 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 the completion of the audit of the financials statements could not be obtained within such time period without unreasonable effort or expense. 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 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 narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 12b25-2 TALON INTERNATIONAL, INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date MARCH 31, 2009 By /S/ LONNIE D. SCHNELL --------------- -------------------------------- Name: Lonnie D. Schnell Title: Chief Executive 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). 12b25-3 PART IV - OTHER INFORMATION (3) EXPLANATION OF ANTICIPATED CHANGE The Registrant expects to report revenues of approximately 48.2 million for the fiscal year ended December 31, 2008, an increase of $7.7 million or 19.0% as compared to $40.5 million in revenue for fiscal year 2007. The registrant expects to report a net loss of $(8.4) million for the fiscal year ended December 31, 2008, or $(0.41) per basic and diluted shares, compared to a net loss of $(4.9) million, or $(0.24) per basic and diluted share, for 2007. The foregoing results of operations are estimates and are subject to and qualified by the audited financial statements to be filed as part of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008. 12b25-4