UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.



                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING


                                                 SEC FILE NO.: 000-17591

                                                 CUSIP NO.:       483348 10 8

(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR

                                       For Period Ended: September 30, 1998

                                        [ ]  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  related to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

PART I - REGISTRATION INFORMATION

Full Name of Registrant:            Kaleidoscope Media Group, Inc.

Address of
Principal Executive Offices:        345 Park Avenue South
                                    New York, NY 10010






PART II - Rules 12b-25(b) and (c)

If the subject  report could not be filed without  reasonable  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;

[ ]               (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  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

         The financial  information  necessary to complete the quarterly  report
could not be obtained on a timely basis.


PART IV - OTHER INFORMATION

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

                           Irving  Greenman           (212) 779-6679

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment  Company Act
of 1940  during  the  preceding  12 month or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify reports

                           [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
earning statements to be included in the subject report or portion thereof?

                           [   ]                     [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.

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                         Kaleidoscope Media Group, 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 16, 1998       By:      /s/ Irving Greenman
                                                   Chief Financial Officer