UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 333-124460
(Check One)
:
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Form 10-K
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Form 20-F
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Form 11-K
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Form 10-Q
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Form 10-D
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Form N-SAR
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Form N-CSR
For Period Ended:
March 31, 2008
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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: ___________________
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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: N/A
PART I
REGISTRANT INFORMATION
INTELLIGENTIAS, INC.
Full Name of Registrant
MERCHANDISE CREATIONS, INC.
Former Name if Applicable
303 Twin Dolphin Drive, 6th Floor
Address of Principal Executive Office (Street and Number)
Redwood City, CA 94065
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 12-b-25(b), the
following should be completed. (Check box if appropriate.)
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(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/portion thereof will
be filed or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report/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
State below in reasonable detail the reasons why the 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.
The Company is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q
for the period ended March 31, 2008 because it is still receiving, compiling and incorporating certain information
from its Italian consolidated subsidiary. It is anticipated that the Quarterly Report on Form 10-Q will be filed on
or before the fifth calendar day following the prescribed due date of its Form 10-Q.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Thomas A. Spanier
(Name)
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(650)
(Area Code)
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632-4526
(Telephone Number)
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(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).
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Yes
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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?
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Yes
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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 Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended
March 31, 2008 will reflect minimal revenues and direct cost of revenues incurred during the period,
whereas the comparable period in 2007 preceded the onset of revenue-generating operations and therefore
reflected no revenues or direct cost of revenues. We also expect to show increased expenses in all other
categories of operating expenses. We recognized an operating loss in both periods, with the operating loss
in the 2008 period significantly exceeding that of the 2007 period. However, the exact results of operations
cannot yet be ascertained as of the date of this Notification because certain necessary information is still
being collected and analyzed.
In addition, the Condensed Consolidated Statement of Operations and Comprehensive Loss for the
three months ended March 31, 2008 will reflect the impact of the March 2008 rescission of the 2007
purchase of Systeam Italy SpA. Due to a substantial gain being recognized as a result of the rescission, the
exact amount of which is yet to be determined, it is expected that our Condensed Consolidated Statement of
Operations will reflect a significant amount of net income for the three months ended March 31, 2008,
compared to a net loss of approximately $19.0 million for the three months ended March 31, 2007.
INTELLIGENTIAS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date:
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May 16, 2008
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By /s/ Thomas A. Spanier
Thomas A. Spanier
Chief Financial Officer
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