UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 0-19685
NOTIFICATION OF LATE FILING
CUSIP NUMBER 592666408
(Check one):[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[x] 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
[ ] Transition Report on Form 10-Q
[ ] 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 1 - REGISTRANT INFORMATION
____________________________________________________________
Full Name of Registrant
METROVISION OF NORTH AMERICA, INC.
____________________________________________________________
Former Name if Applicable
N/A
____________________________________________________________
Address of Principal Executive Office (Street and Number)
75 SOUTH CHURCH STREET, SUITE 650
____________________________________________________________
City, State and Zip Code
PITTSFIELD, MASSACHUSETTS 01201
____________________________________________________________
PART 11 - 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 lll of
this form could not be eliminated without unreasonable
effort or expense;
(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 12b-25(c) has been attached if applicable.
PART lll - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time
period.
We are filing this Notification of Late Filing as we are
unable to complete the financial statements for the three
months ended March 31, 1998 as management is still in the
process of conducting due diligence with respect to certain
disclosures related to the sale of
its assets. As a result, the Company is not able, without
unreasonable effort or expense, to file its Form 10-QSB on
or prior to the prescribed filing date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
David M. Fancher (413) 448-2111
____________________________________________________________
(Name) (Area Code) (Telephone Number)
Have all other periodic reports required under Section 13
and 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
____________________________________________________________
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.
________________________________________________________
METROVISION OF NORTH AMERICA, 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: May 15, 1998 By: /s/Thomas M. Clarke
Thomas M. Clarke, 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 representative's authority to sign on behalf
of the registrant shall be filed with the form.
