UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12B-25
NOTIFICATION
OF LATE FILING
Commission
File Number
:
000-27277
|
(Check
One)
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o
Form
10-K and
Form 10-KSB
o
Form
20-F
o
Form 11-K
|
|
|
x
Form
10-Q and Form
10-QSB
o
Form N-SAR
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For
Period Ended: September 30, 2008
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o
Transition Report on Form 10-K
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|
o
Transition Report on Form 20-F
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|
o
Transition Report on Form 11-K
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o
Transition Report on Form N-SAR
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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
KALEIDOSCOPE
VENTURE CAPITAL INC.
Full
Name of Registrant
VOCALSCAPE
NETWORKS, INC.
Former
Name if Applicable
282
Katonah Ave, #200
Address
of Principal Executive Office (Street and Number)
Katonah,
New York 10536
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, 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
o
(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 the Form 10-K 20-F, 11-K, N-SAR,
or
the transition report or portion thereof, could not be filed within the
prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The
Registrant could not review and complete its Quarterly Report on Form 10-Q
without incurring unreasonable effort and expense in connection with accurately
preparing and presenting all necessary disclosures. The Registrant will file
its
Quarterly Report on Form 10-Q as soon as possible, and intends to do so no
later
than the fifth calendar day following the prescribed due date for such
report.
PART
IV — OTHER INFORMATION
(1)
Name
and telephone number of persons to contact in regard to this notification.
Ron
McIntyre: (
604)
696-6313
(Name)
(Area Code) (Telephone Number)
(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 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
o
No
(3)
Is it
anticipated that any significant change in results or 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?
o
Yes
x
No
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if separate, state the reasons why a reasonable estimate
of
the results cannot be made.
VOCALSCAPE
NETWORKS, INC.
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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By:
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/s/
Ron McIntyre
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Ron
McIntyre, President
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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.
ATTENTION
INTENTIONAL
MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)
GENERAL
INSTRUCTIONS
1.
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.
2.
One
signed original and four conformed copies of this form and amendments thereto
must have been 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.
3.
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.
4.
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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