UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For Period Ended: December 31, 2004
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[_] 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
CONSPIRACY ENTERTAINMENT HOLDINGS, INC.
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Full name of Registrant
N/A
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Former Name if Applicable
612 SANTA MONICA BOULEVARD
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Address of Principal Executive Office (Street and Number)
SANTA MONICA, CA 90401
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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 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, Form 11-K, Form N-SAR, or Form
| N-CSR, or portion thereof, will be filed on or before the
[X] | 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, N-CSR, or the transition report portion thereof could not be filed within
the prescribed time period.
(Attach extra sheets if needed.)
The compilation, dissemination and review of the information required to
be presented in the Form 10-KSB for the relevant period has imposed time
constraints that have rendered timely filing of the Form 10-KSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such report no later than fifteen days after its
original prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Keith Tanaka (310) 260-6150 ext. 105
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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). Yes [X] 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? 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.
Revenues for the year ended December 31, 2004 were $1,425,659
compared to $2,377,107 for the year ended December 31, 2003. This
represents a decrease of $951,458, or 40.3%, for the year ended December
31, 2004 when compared to the same period of 2003. The decrease in revenue
for the year ended December 31, 2004 is primarily the result of the Sega
/3D Ages canceling a project with Conspiracy. Based on their actions the
company has retained counsel to represent us in this matter.
Total operating expenses for the year end December 31, 2004 were
$1,940,466 as compared to $2,394,425 for the year ended December 31, 2003.
This represents a decrease in operating expenses for the year ended
December 31, 2004 of $1,940,466, or 18.96%. The decreased operating
expenses during the year ended December 31, 2004 are mostly attributable
to decreasing general and administrative expenses.
Our net loss was $2,110,060 for the year ended December 31, 2004
compared to a net loss of $2,563,608 for the year ended December 31, 2003.
The increase in losses for the year ended December 31, 2004 was due to
decreasing sales and financing fees of $2,822,766.
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CONSPIRACY ENTERTAINMENT HOLDINGS, 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: April 1, 2005 By: /s/ Keith Tanaka
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Keith Tanaka
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.