MIKROS SYSTEMS CORP
NT 10-Q, 1998-05-15
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                          Commission File Number: 2-67918-NY

                                   FORM 12b-25


                             NOTIFICATION OTE FILING

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

For Period Ended: August 31, 1997

| | Transition Report on Form 10-K          | | Transition Report on Form 10-Q
| | Transition Report on Form 20-F          | | Transition Report on Form N-SAR
| | 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

Full name of Registrant   Mikros Systems Corporation
                          --------------------------

Former name if applicable 
                          --------------------------

Address of principal executive office (Street and number)

5 Vaughn Drive, 2nd Floor
- -------------------------

City, State and Zip Code Princeton, New Jersey 08540
                         ---------------------------     



<PAGE>

                        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 12-25(b), the following
should be completed. (Check appropriate box.)

[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 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.

                               PART III. NARRATIVE


     State below in reasonable detail the reasons 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. (Attach extra sheets if needed).

     Mikros  Systems  Corporation  (the  "Company") is unable to timely file its
Quarterly  Report on Form 10-Q for the  Quarter  Ended March 31, 1998 (the "Form
10-Q") without  unreasonable effort or expense because management of the Company
has been  utilizing  much of its efforts in  divesting  its  Government  related
business and completing the year end financial audit. The Form 10-Q is currently
being  prepared and will be filed no later than the fifth calendar day following
the May 15, 1998 due date of the Form 10-Q.



<PAGE>

                           PART IV. OTHER INFORMATION




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

Stephen C. Denty,           President              (609) 987-1513
- -----------------------------------------------------------------
   (Name)                  (Area Code)          (Telephone Number)

     (2) Have all other periodic  reports required under Section 13 and 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 a report(s)  been filed?  If the answer is
no, identify report(s). 

     Form 10-K for the period ended December 31, 1997.

                                                     [ ]  Yes   [X]  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
earnings statements to be included in the subject report or portion thereof?

                                                     [X] Yes    [  ]  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.

        Pleases see Exhibit A attached hereto and forming a part hereof.

Mikros Systems Corporation
- --------------------------
(Name of registrant as specified in charter)

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


Date: May 15, 1998                      By: /s/Stephen C. Denty
                                            -------------------------
                                            Stephen C. Denty
                                            Title: President


<PAGE>

                                    EXHIBIT A

                           PART IV. Other Information



          (3) For the quarter  ended  March 31,  1998,  the  Company  expects to
          report  that it  incurred  a net loss of  approximately  $266,000,  as
          compared to a net loss of $246,135 in the first  quarter of 1997.  Net
          loss per share for the quarter  ended March 31, 1998 is expected to be
          $.02 as compared to a net loss per share of $.02 in the first  quarter
          of 1997.  The  Company  believes  that  such  increase  in net loss is
          attributable to an overall reduction in the Company's  business volume
          as well as the recognition of final costs on a government contract.


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