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 |_| Form 11-K
|X| Form 10-Q |_| Form N-SAR
For Period Ended: April 30, 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:_________________________________
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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.
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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
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Full Name of Registrant
Micromem Technologies Inc.
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Former Name if Applicable
Avanticorp International Inc.
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Address of Principal Executive Office (Street and Number)
150 York Street, Suite 1206
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City, State and Zip Code
Toronto, OT CANADA M5H 3S5
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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 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 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 of 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 Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach Extra Sheets if Needed)
SEC 1344 (6/93
On January 11, 1999 the Company completed the acquisition of 100% of the capital
stock of Pageant Technologies Incorporated, a Turks & Caicos Islands
corporation, in exchange for approximately 89.2% of the Company's Common Shares
on a fully diluted basis. On May 7, 1999 the Company filed a registration
statement on Form 20-F and on May 28, 1999 the Securities and Exchange
Commission sent comments on the filing to the Company which, among other things,
asked that the financial statements be revised to include additional
information about Pageant Technologies Incorporated and its wholly-owned US
subsidiary Pageant Technologies (U.S.A.) Inc. The Company has been delayed in
completing its Quarterly Report on Form 10-Q because it is having difficulty in
obtaining the required information from the necessary sources in the Turks &
Caicos Islands and the United States, but it expects to have such information in
time to file within the grace period proveded for under Rule 12b-25.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bruce Rabb (212) 715-9484
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(Name) (Area Code) (Telephone Number)
(2) Have all other period 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
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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. See Attachment II
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Micromem Technologies Inc.
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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 06/15/99 By /s/ Sam Fuda
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Sam Fuda, Chairman
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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