UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 0-51164 CUSIP NUMBER: [X]Form 10-K [ ]Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]Form N-SAR For Period Ended: December 31, 2006 ----------------- [ ] 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 Attached Instruction Sheet 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 ---------------------- Full Name of Registrant Former Name if Applicable FILM AND MUSIC ENTERTAINMENT, INC. ---------------------------------------------------------------------------- Address of Principal Office (Street and Number) 5900 Wilshire Boulevard, Suite 2310 ---------------------------------------------------------------------------- City, State and Zip Code Los Angeles, California 90036 ---------------------------------------------------------------------------- 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) [X] (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 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 --------- State below in reasonable detail the reasons why Forms 10-K, 20-F, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. Management and the Registrant's Auditor have been unable to complete the Registrant's Form 10-K for the fiscal year ended December 31, 2006 timely. The Auditors are new and have had to deal with delays in filing prior reports due to Board of Directors issues. See prior disclosures. PART IV - OTHER INFORMATION ----------------- (1) Name and telephone number of person to contact in regard to this notification. John Daly (323) 904-5200 -------------- ----------- ------------------ (Name) (Area Code) (Telephone Number) (2) Have all other period 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 short period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [ ] Yes [X] No 10K 2005 10Q 1st Q 2006 10Q 2nd Q 2006 10Q 3rd Q 2006 (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected in the earnings statement 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. FILM AND MUSIC ENTERTAINMENT, INC. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Film and Music Entertainment, Inc. Date: April 2, 2007 By:/s/John Daly -------------------------------- John Daly, President and CEO