UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): o Form 10-K ¨ Form 20-F ¨ Form 11-K xForm 10-Q
¨ Form N-SAR ¨Form N-CSR
For Period Ended: September 30, 2006
| ¨ | 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 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 |
Genius Products, Inc.,
(Full Name of Registrant) |
N/A
(Former Name if Applicable) |
2230 Broadway
(Address of Principal Executive Office (Street and Number)) |
Santa Monica, CA 90404
(City, State and Zip Code) |
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, Form 20-F,11-K Form N-SAR or Form N-CSR, 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its quarterly report on Form 10-Q for the period ended September 30, 2006 by the prescribed date without unreasonable effort or expense due to additional financial accounting and reporting requirements related to the contribution of the Registrant’s assets to Genius Products, LLC on July 21, 2006 pursuant to a transaction with The Weinstein Company that closed on the same date. Among other things, the Registrant intends to include in its Form 10-Q separate financial statements of Genius Products, LLC and make certain purchase price accounting adjustments in its financial statements, all of which have not yet been completed. The Registrant expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date, as permitted by Rule 12b-25.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
John Mueller
(Name) | 310
(Area Code) | 453-1222
(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 answer is no, identify report(s). ýYes ¨ 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? ýYes ¨ 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.
On July 21, 2006, we consummated a transaction with The Weinstein Company LLC (“TWC”) and its affiliates pursuant to which we contributed all of our operating business, including substantially all of our assets, except for $1 million in cash and certain liabilities, to Genius Products, LLC (the “Distributor”) and received a 30% equity interest in the Distributor. Commencing July 22, 2006, our financial statements will account for our investment in the Distributor using the equity method of accounting.
Under the equity method of accounting, only our investment in and amounts due to and from the Distributor are included in our consolidated balance sheet. As a result, we will record an asset on our balance sheet related to our investment interest in the Distributor. After July 21, 2006, on our statement of operations we will record our 30% share of the Distributor’s profit or loss as equity in net earnings (losses) from Distributor. We will also record a gain based on the difference between the fair market value of assets contributed and the net book value, reduced for the portion of the gain associated with the retained economic interest in the Distributor.
From December 5, 2005 until July 21, 2006, we operated under an interim distribution agreement with TWC and recorded the results from titles we distributed pursuant to such interim distribution agreement on our financial statements. After closing of the transaction, including the period of July 22 through September 30, 2006, substantially all of our business was conducted by the Distributor and the associated revenues and expenses are reflected in the financial statements of the Distributor. We intend to include separate financial statements of the Distributor in a note to our financial statements in the Form 10-Q.
A reasonable estimate of the results for Genius Products, Inc. cannot be made until all purchase price accounting adjustments relating to the transaction on July 21, 2006 have been completed, and we have completed preparation of financial statements for the Distributor for inclusion in the Form 10-Q.
Genius Products, 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 14, 2006 By /s/ John Mueller, 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.
