MPTV INC
NT 10-Q, 1997-05-15
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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<PAGE>   1
                        UNITED STATES               
             SECURITIES AND EXCHANGE COMMISSION 
                   Washington, D.C.  20549 
      
                         FORM 12b-25

                 NOTIFICATION OF LATE FILING

                                           Commission File Number
                                                                  ------------

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

    For Period Ended:         March 31, 1997
                      --------------------------------------------------------

[ ] 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

                                    
- ------------------------------------------------------------------------------
Full Name of Registrant

                                   MPTV, INC.
- ------------------------------------------------------------------------------
Former Name if Applicable

                            
- ------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

           3 Civic Plaza, Suite 210, Newport Beach, California 92660
- ------------------------------------------------------------------------------
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 Rules 12b-25(b), the following
should be completed.  (Check box if appropriate)

         [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 Form 10-K, Form
                                  20-F, 11-K, Form N-SAR, or portion thereof,
                                  will be filed on or before the fifteenth
                                  calendar day following the prescribed due
                                  date; or the subject quarterly report of
                                  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>   2
                             PART III--NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.  (ATTACH EXTRA SHEETS IF NEEDED)

The Registrant has devoted substantially all of its resources to the
negotiation and consummation of a major loan.  Certain of the conditions
precedent to the loan would affect the Registrant's financial statements at
March 31, 1997 and for the three months then ended.  This loan has recently
been funded; and, accordingly, the revised quarterly financial information
could not have been obtained on a timely basis without unreasonable effort or 
expense.


                          PART IV--OTHER INFORMATION

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

<TABLE>
                  <S>                                       <C>              <C>
                         Cathryn S. Gawne                      (310)             277-1818      
                 ---------------------------------------    -----------      ------------------
                             (Name)                         (Area Code)      (Telephone Number)
</TABLE>

(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).

                                                                  [ ] Yes [X] No

                 Annual Report on Form 10-KSB for the year ended December 31,
                 1996 
                
                 ------------------------------------------------------------

(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 of portion thereof?

                                                                  [ ] Yes [X] 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.

- ------------------------------------------------------------------------------
                                   MPTV, INC.
                  --------------------------------------------
                  (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 15, 1997                   By /s/ Hurley C. Reed
     ---------------------------              -------------------------
                                              Hurley C. Reed, 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)
- ------------------------------------------------------------------------------





                                               (Attach Extra Sheets If Needed)
<PAGE>   3

                    [SHAPIRO, ROSENFELD & CLOSE LETTERHEAD]



                                  May 15, 1997



VIA ELECTRONIC MEDIA
- --------------------


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


          Re:  MPTV, Inc.
               File No.: 0-16545
               Notification of Late Filing
               ---------------------------


Gentlepersons:

On behalf of MPTV, Inc., a Nevada corporation (the "Company"), we hereby
transmit for filing the Company's Notification of Late Filing on Form 12b-25.
Pursuant to the EDGAR Filer Manual, we have retained a manually-signed copy of
Form 12b-25 in our files.

The Form 12b-25 indicates that the Company requests an extension for the filing
of its Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997, as
the financial information to be contained in said Form 10-QSB could not be
timely obtained without unreasonable effort or expense.

Please acknowledge receipt of the Company's Form 12b-25 to the CompuServe
address set forth therein.

Please contact the undersigned if you have any questions or comments regarding
this matter.


Very truly yours,

SHAPIRO, ROSENFELD & CLOSE

/s/ Cathryn S. Gawne

CATHRYN S. GAWNE


CSG/mfm
Enclosures
cc:  Mr. James C. Vellema (w/encl.) (Via Telecopier)
     Mr. Hurley Reed (w/encl.) (Via Telecopier)
     Dennis Sarna, C.P.A. (w/encl.) (Via Telecopier)


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