PRODUCERS ENTERTAINMENT GROUP LTD
NT 10-K, 1998-09-28
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-18410 

                           NOTIFICATION OF LATE FILING

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

For Period Ended:     June 30, 1998                                            
                     ----------------------------------------------------------
[   ] 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 Item(s) to which the notification
relates:


                         PART I. REGISTRANT INFORMATION

Full name of registrant   THE PRODUCERS ENTERTAINMENT GROUP LTD.
                        -------------------------------------------------------
Former name if applicable

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Address of principal executive office (Street and number)

5757 Wilshire Boulevard, Penthouse One 
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City, State and Zip Code    Los Angeles, California 90036                      
                            ---------------------------------------------------

                         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;


<PAGE>
 
[X] (b) The subject annual report, semi-annualreport,  transition report on
        Form 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,  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 Form 10 KSB,  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 Company has not
been  able  to  compile  the  requisite   financial  data  and  other  narrative
information  necessary  to enable it to have  sufficient  time to  complete  the
Company's  Annual  Report on Form 10-KSB by  September  28,  1998,  the required
filing date, without unreasonable effort and expense.


                           PART IV. OTHER INFORMATION

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

  Irwin Meyer                                   (323)              634-8634
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    (Name)                                   (Area Code)      (Telephone number)

     (2) Have all other periodic reports required under Sections 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). [ 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 PRODUCERS ENTERTAINMENT GROUP LTD.                                         
- -------------------------------------------------------------------------------
           (Name of registrant as specified in charter)

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

Date  September 28, 1998                     By  /s/ Irwin Meyer
      ----------------------------              -------------------------------
                                             Name:   Irwin Meyer
                                             Title:  Chief Executive Officer



<PAGE>
 
Part IV Question #3
- -------------------
     During the year ended June 30, 1998, the Company anticipates  reporting (on
a pro forma basis) revenues of approximately $21,500,000 compared to revenues of
$5,500,000  for the same period last  fiscal  year.  The net loss for year ended
June 30, 1998 are expected to be approximately  $1,500,000 compared to a loss of
$4,500,000  for the same period last fiscal  year.  The Company  attributes  the
change in its operating results to numerous events including but not limited to,
the results of its acquisition of Grosso-Jacobson Entertainment in October 1997,
an increase in the Company's  production of television  movies and various joint
ventures,  co-productions  and distribution  arrangements with independent third
parties.





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