UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

( Check one):  o Form 10-K   o Form 20-F   o Form 11-K   x Form 10-Q    o Form N-SAR   o Form N-CSR

For Period Ended: December 31, 2010
 
o Transition Report on Form 10-K
o  Transition Report on Form 10-Q
o  Transition Report on Form 20-F
o  Transition Report on Form N-SAR
o  Transition Report on Form 11-K

For the Transition Period Ended:

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

Consorteum Holdings, Inc.
Full Name of Registrant
 
Former Name, if Applicable

20 Adelaide Street East –Suite 920
Address of Principal Executive Office (Street and Number):
 
Toronto, Ontario, M5C 2T6
City, State and Zip Code


 
 
 

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without reasonable 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 reason 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 or 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

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 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.

Registrant is in the process of compiling the financial information for the quarter ended December 31, 2010 for the Form 10-Q, all of which information has not yet been received and processed.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

 
Sol V. Slotnik
(212)
687-1222
(Name)
(Area Code)
(Telephone Number)

(2) Have all or other periodic report 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).  
x Yes  o 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?
  o  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.
 
 

Consorteum Holdings, Inc.
(Name of Registrant as Specified in Charter

has caused this notification to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 14, 2011
By: /s/ Geoffrey William Smethurst
 
Geoffrey William Smethurst, CFO