UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number
0-23506
CUSIP Number
747748 10 1
(Check one)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For 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 the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Diva Entertainment, Inc.
Former Name if Applicable: Quasar Projects Company
Address of Principal Executive Office (STREET AND NUMBER): 180 Varick
Street, 13th Floor
City, State and Zip Code: New York, New York 10014
<PAGE>
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, 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, 10-QSB, or portion
thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountants 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-K and 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
The Company underwent a corporate reorganization on April 28, 1999
effective April 1, 1999, and, in connection therewith, a change in control and a
change in its fiscal year end. New management needs additional time in which to
prepare the audited financial statements.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
PETER C. ZACHARIOU (212) 807-6994
(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 the answer is no,
identify report(s).
[ ] Yes [X] No Form 10-KSB for the fiscal year ended
March 31, 1999
(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
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<PAGE>
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 Company effected a corporate reorganization effective April 1,
1999. Prior to that time, the Company had no operating history and was formed
specifically to be a "clean public shell." As a result of the reorganization
effective April 1, 1999, the Company acquired Diva Entertainment, Inc., a
Florida corporation which operates modeling agencies in New York, New York and
Los Angeles, California. Management has not yet completed its audit of the
financial statements and cannot estimate the anticipated change.
DIVA ENTERTAINMENT, INC.
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(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 27, 1999 By: /s/ PETER C. ZACHARIOU
-----------------------
Name: Peter C. Zachariou
Title: 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).
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