PLANET ENTERTAINMENT CORP
NT 10-K, 1999-11-24
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12B-25

                                                Commission File Number 333-64395
                                                                       ---------

                           NOTIFICATION OF LATE FILING

(Check One):
         [X] Form 10-K  [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR

         For Period Ended:  August 31, 1999
                            ----------------------------------------------------

         [ ] Transition Report on Form 10-K  [ ] Transition Report on Form 10-Q

         [ ] Transition Report on Form 20-F  [ ] Transition Report on Form N-SAR

         [ ] Transition Report on Form 11-K

         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                         Planet Entertainment Corporation
                                                --------------------------------

Former name if applicable
                                                --------------------------------

Address of principal executive office           222 Highway 35, P.O. Box 4085
(STREET AND NUMBER)                             --------------------------------

City, state and zip code                        Middletown, New Jersey 07748
                                                --------------------------------

                                     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;
         |
[X]      | (b)    The subject  annual  report,  semi-annual  report,  transition
         |        report on Form  10-K,  20-F,  11-K or Form  N-SAR,  or 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, 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.

<PAGE>


                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

         The  registrant's  annual report on Form 10-K for the year ended August
31, 1999 could not be filed  within the  prescribed  time period  because of the
difficulty  in  obtaining   documents  from,  and  resolving   issues  requiring
consultations  with,  the  registrant's  former  accountants.  This could not be
accomplished  within the prescribed 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

      Lawrence G. Nusbaum                                (212) 269-1400
- --------------------------------------------------------------------------------
            (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 the answer is no,
identify report(s).

                                                               Yes [X]    No [ ]

(3) It is 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 [ ]    No [X]

    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.

                        Planet Entertainment Corporation
    ----------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date  November 23, 1999             By /s/ JOHN S. ARNONE
      -----------------------------    -----------------------------------------
                                           John S. Arnone,
                                           Chief Executive Officer and President

    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).

<PAGE>




                              GENERAL INSTRUCTIONS

      1. This  form  is  required  by  Rule  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 the 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  notification  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 a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.



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