SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 000-20731
(Check one)
|X| Form 10-K and Form 10-KSB
|_| Form 11-K
|_| Form 20-F
|_| Form 10-Q and Form 10-QSB
|_| Form N-SAR For period ended December 31, 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 not completed the
audit for the period currently under review. That audit could not be
finalized before the filing date.
<PAGE>
The Registrant reasonably expects to file its quarterly report on
Form 10-KSB for the year ended December 31,1998 no later than the
fifteenth 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?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narrativly and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
<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 April 1, 1999 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).
