U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one) Commission File Number : 0-13102
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended December 31, 1995
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] 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: The Nostalgia Network, Inc.
Former name if applicable: N/A
Address of principal executive office (Street and Number): 650
Massachusetts Avenue, N.W.
City, State and Zip Code: Washington, D.C. 20001
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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 appropriate box.)
[X] (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 Forms 10-K, 10-KSB, 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, 10-QSB, 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,
10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report
portion thereof could not be filed within the prescribed time
period. (Attach Extra Sheets if Needed.)
The Company and its majority stockholder, Concept
Communications, Inc. ("Concept"), are engaged in discussions
regarding the nature and extent to which Concept is willing to
provide sufficient additional financing to the Company on
mutually acceptable terms over the next twelve months. This
matter bears directly on the determination as to whether
substantial doubt exists concerning the Company's ability to
continue as a going concern for a reasonable period of time and
on the disclosures to be made in the Annual Report on Form 10-K
with respect thereto. Management anticipates that this matter
will be resolved within the next fifteen days; however, there can
be no assurances that Concept will ultimately commit to provide
sufficient additional financing to the Company on mutually
acceptable terms over the next twelve months.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification.
Martin A. Gallogly (202) 289-6633
(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:
The Company expects to report a net loss for the fiscal year
ended December 31, 1995 of $9,476,367, as compared to a net loss
of $4,231,177 for the same period in 1994. The increase in net
loss is principally attributable to increased programming
amortization expense ($3,619,000); increased sales and marketing
expenses ($1,446,000); reduced revenues relating principally to
reduced time allotted to informercials ($1,185,000); increased
finance, general and administrative expenses ($536,000); and
increased programming, production and transmission expenses
($415,000). Offsetting these increases were the elimination in
1995 of $2,180,000 of charges incurred in 1994 for library
revaluation, relocation costs and litigation settlement.
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The Nostalgia Network, 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: April 2, 1996 By:________________________________
Martin A. Gallogly
Chief Financial Officer
