SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
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COMMISSION FILE NUMBER
001-13469
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CUSIP NUMBER
5-8446J 10 8
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NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q
[_] 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 Instruction (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.
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
MediaBay, Inc.
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Full Name of Registrant
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Former Name If Applicable
2 Ridgedale Avenue , Suite 300
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Address of Principal Executive Office (Street and Number)
Cedar Knolls, New Jersey 07927
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City, State and Zip Code
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.)
|(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
|(b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof,
[X] | 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 why the 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 Form 10-Q for the quarter ended September 30, 2001 could not be filed
within the prescribed time period due to unanticipated delays arising in
connection with its preparation.
SEC 1344 (6/94)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John F. Levy 973 539-9528
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(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).
[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.
WITH RESPECT TO ITS FORM 10-Q FOR THE
QUARTER ENDED SEPTEMBER 30, 2001
The registrant expects that its results of operations for the quarter ended
September 30, 2001, as reflected in its consolidated statements of operations to
be included in the Form 10-Q for the quarter ended September 30, 2001, will
reflect the following changes:
Net sales were approximately $ 9,879,000 for the quarter ended September
30, 2001 compared to net sales of approximately $ 9,729,000 for the quarter
ended September 30, 2000. The registrant believes that it is appropriate to take
certain strategic charges and asset write-downs during the quarter ended
September 30, 2001, which will increase the registrant's net loss compared to
the prior comparable period. However, the registrant is unable to provide an
estimate of its loss or any other component of its statement of operations
because its financial statements have not been finalized.
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MediaBay, 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 November 14, 2001 By : /s/ John Levy
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John F. Levy
Executive Vice President 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 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 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, DC 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 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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.