SEC FILE NUMBER
0-13117
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 CUSIP NUMBER
594915 20 9
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): Form 10-KSB Form 20-F Form 11-K XForm 10-QSB Form N-SAR
For Period Ended: September 30, 1998
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[ ] 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:
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.
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
MicroFrame, Inc.
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Full Name of Registrant
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Former Name if Applicable
28050
21 Meridian Road
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Address of Principal Executive Office (Street and Number)
Edison, New Jersey 08820
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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 or Form N-SAR, or portion thereof,
[X] | 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
| 12-b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEE ATTACHMENT A
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
<PAGE>
PART IV -- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
John F. McTigue 732 494-4440
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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 report(s) been
filed? If answer is no, identify report(s)
Yes [X] 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 [ ] No [X]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of results cannot be made.
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MicroFrame, 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 November 16, 1998 By: /s/ John F. McTigue
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John F. McTigue, Chief Financial Officer
<PAGE>
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1998 (the "Quarterly Report") could not be filed within the prescribed time
period since the Company, which is a small company with limited resources and a
small accounting staff, is in the process of negotiating an acquisition. The
Chief Financial Officer is actively involved in these negotiations and his
attention is vital to the ongoing negotiations. As a result, a portion of the
Quarterly Report has not yet been completed and finalized.
