UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one)
X Form 10-K and Form 10-KSB Form 20-F Form 11-K Form 10-Q and
Form 10-QSB Form N-SAR
For Period Ended September 30, 1998
X 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:
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 item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
Full Name of Registrant: MICEL CORP.
Address of Principal Executive Office (Street and Number):
445 Central Avenue
Cedarhurst, NY 11516
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-25b, 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 expenses;
[X] (b) The subject annual report, semi-annual report, transition report on
Forms
10-K, 10-KSB, 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 Forms 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 Forms 10-K, 10-KSB, 20-F,
11-K,
10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not be
filed
within the prescribed time period. (Attach Extra Sheets if Needed)
The Company has not been able to compile the requisite financial data
necessary to enable it to have sufficient time to complete the
Company's financial statements by December 29, 1998, which is the required
filing date for the Company's annual report on Form 10-KSB, without unreasonable
effort and expense. The company has changed its auditors.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Selengut 212 370-1300
(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 reports) 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?
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.
MICEL CORP.
(Name of Registrant as Specified In Charter)
has caused this notification to be signed on its behalf by the undersigned
hereto duly
authorized
Dated: December 28, 1998 MICEL CORP.
By:
Ron Levy
President
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
representatives's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intention 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 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.
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