MPTV INC
NT 10-Q, 1997-08-15
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                                            
                                   FORM 12B-25
                                                                 SEC FILE NUMBER
                            NOTIFICATION OF LATE FILING                  0-16545
                                                                    CUSIP NUMBER

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

                  For Period Ended:     June 30, 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:
                                               ---------------------------------
- --------------------------------------------------------------------------------
Read Instruction (on back page) 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
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 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, Form 20-F, 11-K or 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.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 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.
    The Registrant has recently devoted a significant period of time to the
    negotiation and consummation of a major loan, and to certain issues arising
    in connection therewith. These issues caused delays in filing the
    Registrant's Annual Report on Form 10-KSB for the year ended December 31,
    1996 and Quarterly Report on Form 10-QSB for the three months ended March
    31, 1997, each of which has just been filed. Accordingly, the quarterly
    financial information for the subject Form 10-QSB could not have been
    obtained on a timely basis without unreasonable effort or expense.


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PART IV - OTHER INFORMATION

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


       Cathryn S. Gawne                  (310)        277-1818
       ------------------------------ -----------  ---------------
       (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? [ ]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  August 14, 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).


                              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 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 (Section232.201 or Section232.202 of this
      chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
      of Regulation S-T (Section232.13(b) of this chapter).




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