UNITED STATES
SEC FILE NUMBER
0-13117
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER
594915 20 9
(Check One): [ ]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X]Form 10-QSB
[ ]Form N-SAR
For Period Ended: December 31, 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
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;
[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
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
<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 [ ] No [X]
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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 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 February 16, 1999 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 fiscal quarter ended
December 31, 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 completing a
substantial acquisition which has been previously reported. The Chief Financial
Officer is actively involved in this transaction and his attention is vital to
its completion thereof. As a result, a substantial portion of the Quarterly
Report, including the financial statements of the Company for the fiscal quarter
ended December 31, 1998 and the notes thereto, have not yet been completed.
