<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO.: 000-17591
CUSIP NO.: 483348 10 8
(Check One):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] 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 related to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRATION INFORMATION
Full Name of Registrant: Kaleidoscope Media Group, Inc.
Address of
Principal Executive Offices: 345 Park Avenue South
New York, NY 10010
<PAGE>
PART II - Rules 12b-25(b) and (c)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 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;
[ ] (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 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
The financial information necessary to complete the annual report could
not be obtained on a timely basis.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Irving Greenman (212) 779-6679
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 month or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify reports
[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
earning 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
<PAGE>
appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
The Company anticipates that it will have a net loss of approximately
$6,000,000 for the year ended December 31, 1998, as compared to a net loss of
$280,000 for the year ended December 31, 1997. The increase in net loss is
primarily due to the following: fiscal year 1997 included a one-time sale of
assets of approximately $6,000,000 and in fiscal year 1998, the Company did not
consummate projects in development.
- ------------------------------------------------------------------------------
Kaleidoscope Media Group, 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: March 31, 1999 By: /s/ Irving Greenman
-----------------------
Chief Financial Officer
