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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
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OMB
Number: 3235-0058
Expires: August
31, 2009
Estimated
average burden
hours
per response . . . . . . . 2.50
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FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
000-51055
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CUSIP
NUMBER
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(Check
one)
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¨
Form
10-K
¨
Form
20-F
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Form
11-K
x
Form
10-Q
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Form
10-D
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Form
N-SAR
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For
Period
Ended:
June
30,
2009
¨
Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
For the
Transition Period Ended: __________________________
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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.
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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
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Red
Mile Entertainment, Inc.
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Full
Name of Registrant
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Former
Name if Applicable
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223
San Anselmo Way, #3
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Address
of Principal Executive Office (
Street and
Number
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San
Anselmo, CA 94960
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City,
State and Zip Code
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PART II
–
RULES 12b-25(b) AND
(c)
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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.)
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x
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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(b)
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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 fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III – NARRATIVE
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State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof could not be filed
within the prescribed time period.
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(Attach
extra Sheets if Needed)
Red Mile
Entertainment, Inc. (the “Registrant”) is unable to file its quarterly report on
Form 10-Q for the period ended June 30, 2009 within the prescribed time period
because the Registrant was unable, without unreasonable effort or expense, to
obtain and analyze the business information necessary to complete the
preparation of the Registrant’s financial statements and the review of such
financial statements by the Registrant’s auditors in time for
filing.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification.
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415
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339-4240
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(Name)
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(Area
Code)
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(Telephone
Numb
er)
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(2)
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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).
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Yes
x
No
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(3)
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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?
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Yes
x
No
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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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The
Registrant anticipates that in its Form 10-Q for the period ended June 30, 2009,
it will report significant changes to its net income compared to the period
ended June 30, 2008. The Registrant anticipates that it will report a
decrease of approximately 90% in revenue and a net profit of approximately $5.5
million for the period ended June 30, 2009 compared to a net loss the period
ended June 30, 2008 of approximately 1.0 million. We believe that the increase
in net profit for the period ended June 30, 2009 is the result of (1)
recognizing deferred revenue of approximately $5.15 from the sale of our only
game in development, with the working title “Heroes over Europe" as a result of
our Settlement Agreement with Atari Interactive, Inc. and IR Gurus Pty Ltd., dba
Transmission Games, as previously disclosed in our Form 8-K filed with the
Securities and Exchange Commission on (“SEC”) on May 6, 2009; (2) recording of
approximately $.75 million in other income resulting from
a settlement of a dispute with MTV Networks, as previously reported
on Form 8-K filed with the SEC on July 9, 2009; and (3) an offset of
approximately $.4 million in net loss before other income and
taxes.
Red Mile
Entertainment, Inc.
(Name of
Registrant as specified in its charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
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August
14, 2009
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By:
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/s/
Simon Price
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Simon
Price, Chief Executive Officer
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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.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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GENERAL
INSTRUCTIONS
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1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of
1934.
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2.
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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, D.C. 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.
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3.
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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.
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4.
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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.
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5.
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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
reports within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(§232.13(b) of this chapter).
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6.
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Interactive data
submissions
. This form shall not be used by electronic
filers with respect to the submission or posting of an Interactive Data
File (§232.11 of this chapter). Electronic filers unable to submit or post
an Interactive Data File within the time period prescribed should comply
with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of
this chapter).
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