UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-07207
CUSIP NUMBER
001045-63690410
(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 26, 1998..................
[ ] 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 related 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 National Micronetics, Inc.
Former Name if Applicable Not Applicable
Address of Principal Executive Office (Street and Number)
71 Smith Avenue
Kingston, New York 12401............................
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)
[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 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 and
Form
10-KSB, Form 20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-
SAR, or the transition report or portion thereof could not be
filed
within the prescribed period. (Attach Extra Sheets if Needed)
On December 1, 1998, the board of directors of National
Micronetics, Inc., a Delaware corporation (the "Company")
decided
to terminate all business operations of the Company, to
liquidate
its assets and to dissolve, set January 8, 1999 as the record
date
to determine stockholders of record to approve the dissolution
of
the Company and called the annual meeting of stockholders which
will be held on February 26, 1999 to approve the dissolution of
the
Company.
As a result, effective as of December 1, 1998, generally
accepted accounting principles obligated the Company to prepare
the
quarterly consolidated financial statements of the Company and
its
subsidiaries for the fiscal quarter ended December 26, 1998 on a
liquidation basis, rather than on a going concern basis.
The undersigned, as the treasurer of the Company, has
encountered many difficulties while endeavoring to change from
preparing going concern basis financial statements to preparing
liquidation basis financial statements.
Therefore, the undersigned, as the treasurer of the Company,
requires additional time to prepare liquidation basis unaudited
consolidated financial statements of the Company and its
subsidiaries for the fiscal quarter and for the fiscal six-month
period ended December 26, 1998 to include in the quarterly
report
on Form 10-Q in a manner which will be satisfactory to the
independent public accountant of the Company.
Since receiving the suggestions of the independent public
accountant of the Company, the undersigned, as the treasurer of
the
Company, has not had time to prepare a final satisfactory draft
of
the liquidation basis unaudited consolidated financial
statements
of the Company and its subsidiaries for the fiscal quarter ended
December 26, 1998 and for the fiscal six-month period ended
December 26, 1998 to enable the Company to file a timely
quarterly
report on Form 10-Q for the fiscal quarter ended December 26,
1998
on or before February 9, 1999.
The undersigned, as the treasurer of the Company, wants the
liquidation basis unaudited consolidated financial statements of
the Company and its subsidiaries for the fiscal quarter ended
December 26, 1998 and for the fiscal six-month period ended
December 26, 1998 to be as accurate and complete as possible.
The undersigned, as the treasurer of the Company, is taking
all necessary steps to enable the Company to file a quarterly
report on Form 10-Q for the fiscal quarter ended December 26,
1998
on or before February 16, 1999.
February 16, 1999 is two days after February 14, 1999, which
is five calendar days after February 9, 1999, which is
forty-five
days after December 26, 1998. Since February 14, 1999 is a
Sunday
and February 15, 1999 is President's Day, February 16, 1999 is
the
last day upon which the Company may file a quarterly report on
Form 10-Q for the fiscal quarter ended December 26, 1998 in
reliance on Rule 12b-25.
Part IV -- Other Information
(1) Name and telephone number of person to contact in
regard
to this notification
..... Dr. Heehwan Lee..................(914) 338-0333...........
(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 section 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.
The Company had no revenues during the fiscal quarters ended
December 26, 1998 and December 27, 1997 and the fiscal six-month
period ended December 26, 1998 and hardly any revenues during
the
fiscal six-month period ended December 27, 1997; however, the
expenses of the Company differed during the fiscal quarters
ended
December 26, 1998 and December 27, 1999 and during the fiscal
six-
month periods ended December 26, 1998 and December 27, 1997.
The Company is unable to attach an explanation of the
anticipated change in the results of operations during the
fiscal
quarter ended December 26, 1998 and the fiscal six-month period
ended December 26, 1998 from the results of operations during
the
fiscal quarter ended December 27, 1997 and the fiscal six-month
period ended December 27, 1997, because the Company has not
completed the preparation of the liquidation basis financial
statements for the fiscal quarter ended December 26, 1998 and
for
the fiscal six-month period ended December 26, 1998.
The Company anticipates that merely the change from a going
concern basis of accounting for the fiscal quarter ended
December
27, 1997 and the fiscal six-month period ended December 27,
1997 to
a liquidation basis of accounting for the fiscal quarter ended
December 26, 1998 and the fiscal six-month period ended December
26, 1998 may result in a significant change in results of
operations from the fiscal quarter ended December 27, 1997 and
the
fiscal six-month period ended December 27, 1997 which will be
reflected by the earnings statements to be included in the
quarterly report on Form 10-Q of the Company for the fiscal
quarter
ended December 26, 1998.
NATIONAL MICRONETICS, INC.
...................................................
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
National Micronetics, Inc.
Date: February 8, 1999 By /s/ Heehwan Lee
Kingston, New York Heehwan Lee
President, Treasurer
and Secretary
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.
