<PAGE>
ZUKERMAN GORE & BRANDEIS, LLP
900 THIRD AVENUE
NEW YORK, NY 10022
(212) 223-6700
May 14, 1996
Via EDGAR Transmission
Attn: Filer Support
U.S. Securities and Exchange Commission
Mail Stop 0-12, Room 1414.
6432 General Green Way
Alexandria, VA 22312
Re: Country Star Restaurants,
Inc. (the "Company");
Form 12b-25
Ladies and Gentlemen:
On behalf of the Company, electronically transmitted herewith please find
Form 12b-25, Notification of Late Filing of the Company's Form 10-QSB for the
quarter ended March 31, 1996.
Very truly yours,
/s/ Clifford A. Brandeis
-------------------------------
Clifford A. Brandeis
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one)
Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR
__ __ __ __ __
For Period Ended MARCH 31, 1996
__ 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 Instructions (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.
PART I--REGISTRANT INFORMATION
Full Name of Registrant: COUNTRY STAR RESTAURANTS, INC.
Address of Principal Executive Office (Street and Number):
11150 SANTA MONICA BOULEVARD, SUITE 650, LOS ANGELES, CA 90025
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-25b, 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 expenses;
(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 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.
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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)
Since the Company changed its auditors subsequent to
December 31, 1995, as previously disclosed in the Company's
filings on Form 8-K with the Securities and Exchange Commission,
the Company has not been able to compile the requisite financial
data necessary to enable the Company to have sufficient time to
complete the Company's financial statements by May 14, 1996,
which is the required filing date for the Company's annual report
on Form 10-QSB, without unreasonable effort and expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Peter R. Feinstein (310) 268-2200
_____________________ ___________ __________________
(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 reports) 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.
<PAGE>
Country Star Restaurants, Inc.
____________________________________________
(Name of Registrant as Specified In Charter)
has caused this notification to be signed on its behalf by the
undersigned hereto duly authorized.
Dated: May 14, 1996 COUNTRY STAR RESTAURANTS, INC.
By: /s/ Peter R. Feinstein
__________________________________
Peter R. Feinstein, Chief
Financial Officer
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 representatives's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intention 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 amendment
notification.
