MICROTECH MEDICAL SYSTEMS INC
NT 10-Q, 1996-08-15
LABORATORY APPARATUS & FURNITURE
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                        United States                  -------------------------
             Securities and Exchange Commission        SEC File Number
                   Washington, D.C.  20549             -------------------------
                                                       2-94117-D
                         FORM 12b-25

                 NOTIFICATION OF LATE FILING


                                                       -------------------------
                                                       CUSIP Number
                                                       -------------------------
                                                       595142 10 0
<TABLE>

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<CAPTION>

<S>            <C>              <C>               <C>               <C>              <C>
(Check One):   [  ]Form 10-K    [  ]Form 20-F     [  ]Form 11-K     [ X ]Form 10-Q   [  ]Form N-SAR
</TABLE>

                  For Period Ended:  June 30, 1996
                  [   ] 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:
                                                   -----------------------------
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  Read Instructions (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 Items(s) to which the notification relates:
- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

MICROTECH MEDICAL SYSTEMS, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable


2 North Cascade, Suite 330
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Address of Principal Executive Office (Street and Number)


Colorado Springs, CO  80903
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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
 X                  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
                    12b-25(c) has been attached if applicable.


<PAGE>


PART III - NARRATIVE

State below in reasonable  detail the reasons why Form 10-K, 11-K, 10-Q,  N-SAR,
or the  transition  report or  portion  thereof  could not be filed  within  the
prescribed period.

In  connection  with  the  recent  change  in  control  and  management  of  the
Registrant, the Registrant and its independent auditors have experienced a delay
in preparing and reviewing the Registrant's financial statements for the quarter
ended June 30, 1996.

PART IV - OTHER INFORMATION

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

Bruce P. Johnson                              (510)                273-8750
- ---------------------------------------- --------------- -----------------------
                  (Name)                   (Area Code)        (Telephone Number)

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).
                                                            ---        ---
                                                             X   Yes        No
                                                            ---        ---

- --------------------------------------------------------------------------------

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 the results cannot be made.

- --------------------------------------------------------------------------------



                         MICROTECH MEDICAL SYSTEMS, INC.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date  August 14, 1996                       By /s/ J. Royce Renfrow
    -----------------------------------        ---------------------------------

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.

- -----------------------------------ATTENTION------------------------------------
   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
- --------------------------------------------------------------------------------

                              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  amendment
   thereto  must be  completed  and  filed  with  the  Securities  and  Exchange
   Commission,  Washington,  D.C.  20549,  in  accordance  with  Rule O-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 also 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.

5. Electronic Filers. This form shall not be used by  electronic  filers  unable
   to timely file a report solely due to electronic difficulties.  Filers unable
   to submit a report within the time period  prescribed due to  difficulties in
   electronic  filing  should  comply  with  either  Rule  201  or  Rule  202 of
   Regulation  S-T  ('232.201  or  '232.202  of this  chapter)  or apply  for an
   adjustment  in  filing  date  pursuant  to  Rule  13(b)  of  Regulations  S-T
   ('232.13(b) of this chapter).


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