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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-15654
Washington, D.C. 20549 -------
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 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 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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
TRANSPIRATOR TECHNOLOGIES, INC.
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Full Name of Registrant
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Former Name if Applicable
850-870 U.S. HIGHWAY #1
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Address of Principal Executive Office (STREET AND NUMBER)
NORTH BRUNSWICK, NEW JERSEY
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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 appropriate box)
[ ] (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, 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RAYMOND ROMANO 732 246-5900
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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 the answer is no, identify report(s).
[ ] Yes [X] No See Attached
(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
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:
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TRANSPIRATOR TECHNOLOGIES, 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
thereunto duly authorized.
Date NOVEMBER 17, 1998 By RAYMOND ROMANO
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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
persons 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 INSTRUCTION
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
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule 0-3
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 amendment 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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STATEMENT ATTACHED TO FORM 12B-25 NOTIFICATION OF LATE FILING
PART III - NARRATIVE
The Company originally filed an S-1 Registration Statement on April 8, 1987.
The Company was organized to design, develop and market respiratory therapy
products for veterinary and human use. During the initial years of operation,
the Company had sales of units and expended amounts for research and
development. However, subsequent to March 31, 1989, the Company did not have
sufficient funds to continue its development activity and became dormant. The
Company remained dormant until the current time and did not file all required
reports as required by Section 13 or 15(d). The Company has filed Form 10KSB
for the years ended March 31, 1998 and 1997, and Form 10QSB for the quarter
ended June 30, 1998.
The Company is receiving periodic royalty income from a licensee of two of its
products. However, royalty income information from the potential sale of
products by the licensee had not been received from the licensee in time to
timely file this Form 10QSB. It is anticipated that the information will be
available to file within the extension period ending November 20, 1998.
PART IV - OTHER INFORMATION
(3) The Company has been dormant since the filing of Form 10Q for the
quarter ended December 31, 1989. As a result, it has not filed any Forms 10Q or
10K for the intervening periods until the filing of Form 10KSB for the years
ended March 31, 1998 and 1997.
