UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission File Number: 0-25308
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB[ ] Form N-SAR
For Period Ended: September 30, 2001
[ ] 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 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 1
REGISTRANT INFORMATION
Full Name of Registrant: FIRST LOOK MEDIA, INC.
Former Name if Applicable: Overseas Filmgroup, Inc.
Address of Principal Executive Office (Street and Number):
8800 Sunset Boulevard, Third Floor
City, State and Zip Code: Los Angeles, California 90069
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)
[x] (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, 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
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, Form 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra
Sheets if Needed)
The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001 could not be completed in time without unreasonable
effort and expense to the Company because the review being performed by
independent auditors requires further information from the Company
which cannot be obtained sufficiently quickly enough to meet the filing
date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Douglas B. McClure, Esq. (310) 855-1199
(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? [ 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.
It is anticipated that the Form 10-Q will reflect the following changes in
results of operations from the prior fiscal year:
The Company's revenues for the quarter ended September 30, 2001 are
expected to be approximately $8.7 million, compared to approximately
$4.8 million for the quarter ended September 30, 2000. This increase
was primarily due to a greater number of films generating revenue
during the third quarter of 2001 compared to the third quarter of 2000.
The Company expects to record a net loss of approximately $720,000 for
the quarter ended September 30, 2001, compared to a net loss of
approximately $165,000 for the quarter ended September 30, 2000. This
increase in net loss was primarily due to a decrease in other income
resulting from the recognition of a non-recurring capital gain of
$625,000 on the sale of securities during the quarter ended September
30, 2000 and a net increase of $14,000 in interest expense and other
income (expense) during the quarter ended September 30, 2001 compared
to the quarter ended September 30, 2000.
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First Look Media, 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: November 15, 2001 By: /s/ William F. Lischak
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William F. Lischak, Chief Operating
Officer and 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
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 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17CFR 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 notification 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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).