SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
(Check one):[X] Form 10-K [ ]Form 20-F [ ]Form
10-QSB [ ] Form N-SAR
For period ended: December 31, 1996
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended __________________
SEC File Number 0-20598
CUSIP Number 244763 20 7
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
Definition, Ltd.
(Full Name of Registrant)
_______________________
(Former Name if Applicable)
1334 South Killian Drive, Unit 4
Lake Park, Florida 33403
(Address of principal executive office)
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 Forms 10-K, 10-KSB,
20-F, 11-K, or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form
10-Q, 10-QSB, 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, 10-KSB, 11-K, 20-F 10-Q, 10-QSB,
N-SAR or the transition report portion thereof,
could not be filed within the prescribed time
period.
The annual report of the Registrant on Form 10-KSB
could not be filed because the Registrant has not
completed its annual audit.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to
contact in regard to this notification.
Gerald L. Beeson, CEO (561) 844-7701
(Name) (Telephone Number,
including area code)
(2) Have all other periodic reports required
under Section 13 or 15(d) or 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).
[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?
[ ] 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.
DEFINITION, LTD.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned thereunto duly
authorized.
Date: March 28, 1997
By: /s/ Gerald L. Beeson
Gerald L. Beeson
Chief Executive Officer
