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OMB Number: 3235-0058
Expires: May 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ( ) Form 10-K ( ) Form 20-F ( ) From 11-K ( ) Form 10-Q
( ) Form N-SAR (X) Form 10-KSB
For Period Ended: December 31, 1997
( ) 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 Instruction (no 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:
________________________________________________________________________________
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PART I - REGISTRANT INFORMATION
IMAGEMATRIX CORPORATION
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Full Name of Registrant
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Former Name if Applicable
400 South Colorado Blvd., Suite 500
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Address of Principal Executive Office (Street and Number)
Denver, Colorado 80246
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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)
(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, 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 Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, Form 10-KSB or the transition report, or portion thereof, would not be
filed within the prescribed time period.
Despite its best efforts, the Company is unable to complete its Form 10-KSB by
its required due date of March 31, 1998 in time to allow for sufficient review
by the Company's management and its independent auditors without unreasonable
effort or expense.
Part IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Blair W. McNea (303) 399-3700
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(Name (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) 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
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(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.
IMAGEMATRIX CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 1998 By: /s/ Dennis C. Hefter
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President
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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