Unassociated Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
FORM 12b-25
 
 NOTIFICATION OF LATE FILING
 
Commission File Number: 333-144982 (Check One): [ ] Form 10-K [ x] Form 10-Q
 
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR

For Period Ended: June 30, 2010
[ ] 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:
 
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
 
Masterbeat Corporation
 Full Name of Registrant

Former Name if Applicable

222 East 31st Street - Main Level
 Address of Principal Executive Office (Street and Number)

New York, New York 10016
 City, State and Zip Code
 
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, 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.
 


 
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PART III - NARRATIVE
 
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or portion thereof, could not be filed within the prescribed period.
 
The Registrant is unable to file its quarterly report on Form 10-Q for the quarter ended June 30, 2010 within the prescribed time period because the accountants’ review of the Registrant's financial statements is not yet complete.
 
PART IV - OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification
 
Raymond Felton (732) 476-2670
(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 reports), been filed? If answer is no, identify report(s). [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 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, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
Masterbeat Corporation
 
 (Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
       
Date: August 17, 2010 
By:
/s/ Brett Henrichsen  
    Brett Henrichsen  
    Chief Executive Officer  
       
 
 
 
 
 
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