<PAGE> 1
UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
For Period Ended:
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[XX] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: December 25, 1998
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:
N/A
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Colorado Prime Corporation
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
500 Bi-County Boulevard
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
Farmingdale, NY 11735
- --------------------------------------------------------------------------------
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)
_X_ (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 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.
- --------------------------------------------------------------------------------
PART III - NARRATIVE
Due to a recent change in the Company's fiscal year-end from September to
December year-end, the Company is unable to compile the required financial
information for this transitional report in a timely manner.
<PAGE> 2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Matthew Burris (516) 694-1111
-------------------------- -----------------------------
(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
The Company will record a $5.1 million restructing and a $0.9 million
one-time charge in the three-month transition period ended December
25, 1998.
- --------------------------------------------------------------------------------
Colorado Prime Corporation has caused this nofitification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date 2/8/99 By /s/ Matthew Burris
--------------------------- ----------------------------------------
Matthew Burris
