STERLING VISION INC
NT 10-K, 2000-03-30
RETAIL STORES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                                               Commission File Number 1-14128


                           NOTIFICATION OF LATE FILING


(Check One):   [X] Form 10-K    [_] Form 11-K    [_] Form 20-F    [_] Form 10-Q
               [_] Form N-SAR

               For Period Ended: December 31, 1999

     [_]  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


                             STERLING VISION, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant

Former Name if Applicable: N/A


                            1500 Hempstead Turnpike
- --------------------------------------------------------------------------------
           Address of Principal Executive Office (Street and Number)


                          East Meadow, New York 11554
- --------------------------------------------------------------------------------
                            City, State and Zip Code



                                    PART II
                             RULE 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,  Form 11-K or Form  N-SAR,  or portion
           thereof  will  be  filed  on or  before  the  15th  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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the  transition  report  portion  thereof  could  not  be  filed  within  the
prescribed time period. The Registrant has experienced delays in asssembling the
information necessary to finalize and complete its financial statements for the
calendar year ended December 31, 1999.


                                    PART IV
                               OTHER INFORMATION

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


                Joseph Silver, Esq.                    (516)  390-2100
     ---------------------------------------------------------------------------
                       (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 report(s) been filed? If the 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  statements  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.


                             STERLING VISION, 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 March 30, 2000           By   /s/ William J. Young
    -------------------            ---------------------------------------------
                                   William J. Young, Chief Financial Officer


          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).




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