UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 12b-25
 

NOTIFICATION OF LATE FILING

SEC FILE NUMBER
   

CUSIP NUMBER

(Check one):

Form 10-K

Form 20-F

Form 11-K         X

Form 10-Q

Form N-SAR

Form N-CSR
 
 

For Period Ended:

March 31, 2005
     
 

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

Independence Holding Company

Full Name of Registrant
 

Independence Holding Co./Stamford Capital Group Inc.

Former Name if Applicable
 

96 Cummings Point Road

Address of Principal Executive Office (Street and Number)
 

Stamford, CT 06902

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 12b-25(b), the following should be completed. (Check box if appropriate)

  (a)

The reason 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, Form 20-F, Form 11-K, Form N-SAR or Form 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 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Although management has worked diligently to complete and file in a timely manner the Company's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2005 (the "Form 10-Q"), the Company has experienced delays in completing its financial statements for the quarterly period ended March 31, 2005. These delays were related to a combination of transactions and acquisitions occurring in the first quarter of 2005 coupled with the Company's first quarter as an accelerated filer. In addition, the Company is reviewing with its Independent Registered Public Accounting Firm the accounting treatment of certain transactions during the quarter. Accordingly, the Company is unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The Company expects to file its Report on Form 10-Q on or before May 16, 2005.

(Attach extra Sheets if Needed)

SEC 1344 (07-03)

  

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification
 
 

Teresa A. Herbert

  

203

  

358-8000
 

(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 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.

As previously stated, the Company is reviewing with its Independent Registered Public Accounting Firm the accounting treatment of certain transactions occurring during the quarter. Depending on the outcome of the review, there may be no significant change in the net income for the quarter compared to the corresponding quarter in 2004, or net income could be approximately $1.3 million less than the net income recorded for the corresponding quarter in 2004.
 
 

Independence Holding Company

(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/ Teresa A. Herbert

Teresa A. Herbert

Senior Vice President and Chief Financial Officer

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 amended notification.

5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (232.201 or 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (232.13(b) of this chapter).