AFP IMAGING CORP
NT 10-Q, 1998-02-11
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                                                         SEC FILE NUMBER
                                                             0-10832
                   
                                                          CUSIP NUMBER
                                                            053030102


                                 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   [X] Form 10-Q   [ ] Form N-SAR

               
                           For period Ended: December 31, 1997
                           [ ] Transition Report on Form 10-K
                           [ ] Transition Report of Form 20-F
                           [ ] Transition Report on Form 11-K 
                           [ ] Transition Report of Form 10-Q 
                           [ ] Transition Report on Form N-SAR
                           For the Transition Period Ended:____________________

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  Read Instruction (on 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.
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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

                             AFP IMAGING CORPORATION
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Full name of Registrant


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Former Name if Applicable

                               250 CLEARBROOK ROAD

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Address of Principal Executive Office (Street and Number)

                               ELMSFORD, NY 10523
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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;


   |  |           (b)     The subject annual report, semi-annual report,
                          transition report on Form 10-K, Form 20-F, 11-K, 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 the Form 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)

       The Registrant has devoted all of its attention and energy to the further
       development of its business and accordingly is unable to file its Form
       10-Q for the quarter ended December 31, 1997 within the prescribed time
       period without unreasonable effort and expense.


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PART IV - OTHER INFORMATION

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

          David Vozick              914                       592-6100
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              (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 reports) been
         filed? If answer is no, identify report(s).
                                                           |X|Yes  [ ] No

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(3)      It is 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?       |x| Yes     [ ] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reason
         why a reasonable estimate of the results cannot be made.

         The Registrant is investigating whether an impairment of the goodwill
         acquired with the Swedish acquisition in April 1997 has occurred.
         Management needs to perform the necessary calculations and reviews to
         make a final determination of such amount and conditions. Such
         determination will not be ready within the prescribed time to file its
         Form 10Q for the period ended December 31, 1997.

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                             AFP IMAGING CORPORTION
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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 February 11, 1998                        By   /s/ David Vozick
     --------------------------                   ----------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and tile 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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                              GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240. 12b-25) of the General 
      Rules and Regulations  under the Securities  Exchange Act of 1934.


2.   One Signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, DC 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act. The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must be filed on form 12b-25 but need not
     restate information that has been correctly furnished. The form shall be
     clearly identified as an amended notification.





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