LASERGATE SYSTEMS INC
NT 10-K, 1998-04-01
CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
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                                  UNITED STATES              ---------------
                       SECURITIES AND EXCHANGE COMMISSION    SEC FILE NUMBER
                             Washington, D.C. 20549              0-15873    
                                                             ---------------
                                   FORM 12b-25

                                                             -------------
                           NOTIFICATION OF LATE FILING       CUSIP NUMBER 
                                                              517906 50 9 
                                                             -------------


(Check One):[X]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-QSB[ ]Form N-SAR

          For Period Ended:     December 31, 1997
                           -----------------------------------------------------
  [ ] 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


Lasergate Systems, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant


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


2189 Cleveland Street, Suite 230
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)


Clearwater, Florida 33765
- --------------------------------------------------------------------------------
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

                                                 (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


             Philip P. Signore           813                    803-1574
           ----------------------  ------------------     ----------------------
                  (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) [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 portion 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 results cannot be made.

                                SEE ATTACHMENT B
         -----------------------------------------------------------------------


                             Lasergate 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  April 1, 1998                      By: /S/PHILIP P. SIGNORE
      -------------                          --------------------
                                             Philip P. Signore, 
                                             Chief Financial Officer




<PAGE>


                                   Form 12b-25

                                  ATTACHMENT A

                              PART III - NARRATIVE


The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31,  1997  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 seeking additional financing as well as in the midst
of  negotiating  with two separate  parties to enter into  agreements  with such
parties to provide  the parties  with their  ticketing  requirements;  the Chief
Financial Officer is actively  involved in these  negotiations and his attention
is vital to the financing efforts and the completion of such negotiations.  As a
result,  the  financial  statements  of the  Company  for the fiscal  year ended
December 31, 1997 have not been prepared during the prescribed time period.

                                  ATTACHMENT B

                          PART IV - OTHER INFORMATION

The Registrant  anticipates  reporting that the results of operations for fiscal
year ended 1997 have  improved  over the results of  operations  for fiscal year
1996.  There has been an  increase  in revenues  and a  substantial  decrease in
operating  expenses.  Although the resulting net loss for fiscal year ended 1997
is  significantly  less that the net loss for fiscal year ended 1996,  there has
been no substantial  change in the results of operations  between the first nine
months of fiscal year 1997 and the last three months of fiscal year 1997.




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