SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 12b-25

 

Commission File Number 0-27412

 

NOTIFICATION OF LATE FILING

 

(Check One):

ý Form 10-K

¨ Form 11-K

¨ Form 20-F

¨ Form 10-Q

¨ Form N-SAR

 

 

For Period Ended:

Fiscal Year Ended December 31, 2005

 

¨

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 the item(s) to which the

notification relates:

 

 

 

 

PART I

REGISTRANT INFORMATION

 

Full name of Registrant

Watchit Media, Inc.

 

Former name if applicable

Cotelligent, Inc.

 

Address of principal executive office (Stree  and Number)

655 Montgomery Street, Suite 1000

 

City, state and zip code

San Franciso, CA 94111

 



 

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 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;

 

 

 

 

ý

 

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, 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-K, 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 Registrant is unable to timely finalize its report on Form 10-K for the fiscal year ending December 31, 2005.  The Registrant has been working diligently to prepare its consolidated financial statements for the period ended December 31, 2005, and such consolidated financial statements have been substantially completed.  However, the Registrant has not been able to finalize its preparation and review work in time for it to finalize the Form 10-K within the prescribed period without unreasonable effort and expense.

 

PART IV

OTHER INFORMATION

 

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

 

John Dong

415

477-9905

(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).

 

 

ý

Yes

¨

No

 

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        (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

ý

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.

 

 

Watchit Media, Inc.

(Name of Registrant as Specified in Charter)

 

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

 

 

Date:

March 31, 2005

 

 

By:

/s/ John Dong

 

 

 

 

 

Name:

John Dong

 

 

 

 

 

Title:

Executive Vice President and Chief

 

 

 

 

 

 

Financial Officer

 

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