PHOTRAN CORP
NT 10-Q, 1998-11-16
GLASS PRODUCTS, MADE OF PURCHASED GLASS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING



                                                Commission File Number 000-20731




(Check one)

[ ] Form 10-K and Form 10-KSB   [ ] Form 11-K

[ ] Form 20-F       [X] Form 10-Q and Form 10-QSB   [ ] Form N-SAR

       For the period ended September 30, 1998 

[ ] 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 ATTACHED INSTRUCTION SHEET 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:_________________________
________________________________________________________________________________

<PAGE>


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant Photran Corporation
                        --------------------------------------------------------
 
Former name if applicable
                          ------------------------------------------------------

Address of principal executive office (STREET AND NUMBER) 21875 Grenada Avenue
                                                          ----------------------

City, State and Zip Code Lakeville, Minnesota 55044
                         -------------------------------------------------------


                                     PART II
                             RULE 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 Forms 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. (Attach extra sheets if needed.)

       The Registrant and its independent auditors have identified certain
       accounting issues that are currently under review. That review could not
       be finalized before the filing date.


                                       2

<PAGE>


       The Registrant reasonably expects to file its quarterly report on Form
       10-QSB for the quarter ended September 30, 1998, no later than the fifth
       calendar day following the due date, in accordance with Rule
       12b-25(b)(2)(ii).


                                     PART IV
                                OTHER INFORMATION

       (1) Name and telephone number of person to contact in regard to this
notification.

       Paul T. Fink                            (612)          469-4880
- --------------------------------------------------------------------------------
         (Name)                             (Area code)  (Telephone Number)

       (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.


                                        3

<PAGE>


                               PHOTRAN CORPORATION
- --------------------------------------------------------------------------------
                  (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 13, 1998                  By  /s/ Paul T. Fink
                                          --------------------------------------
                                        Paul T. Fink, Chief Executive Officer



              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.


                                    ATTENTION

       Intentional misstatements or omissions of fact constitute Federal
criminal violations. (SEE U.S.C. 1001).


                                        4



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