UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-49610
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CUSIP NUMBER
90211N 10 5
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(CHECK ONE):
|_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 2003
|_| 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: ___________________
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Two Way TV (US), Inc.
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Full Name of Registrant
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Former Name if Applicable
1100 Glendon Avenue, Suite 2100
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Address of Principal Executive Office (STREET AND NUMBER)
Los Angeles, CA 90024
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City, State and Zip Code
2
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;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion
[X] thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of 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.
(ATTACH EXTRA SHEETS IF NEEDED)
The Company appointed a new Chief Executive Officer and Chief Financial Officer
effective October 23, 2002. Additionally, because of the Company's financial
condition and related cost reduction measures, it has not had adequate personnel
available to prepare the financial statements in a timely manner. Therefore, the
Company's independent accountants have not yet finalized the Company's audited
financial statements for the period ended December 31, 2002 and the Company's
Annual Report on Form 10-K has not yet been filed. Upon completion of the
Company's financial statements for the year ended December 31, 2002, the Company
will prepare its financial statements for the quarter ended March 31, 2003 and
will complete and file its Quarterly Report on Form 10-Q with the Securities and
Exchange Commission.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bruce W. Bauer (310) 364-4545
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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 answer is no,
identify report(s).
|_| Yes |X| No
For the reasons set forth in Part III above, the Registrant has not yet
filed its Annual Report on Form 10-K for the fiscal year ended December 31,
2002.
(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 |X| 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.
Two Way TV (US), 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
hereunto duly authorized.
Date May 15, 2003 By /s/ Bruce W. Bauer
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Bruce W. Bauer
Chief Executive Officer and
Chief Financial Officer