MASTER GLAZIERS KARATE INTERNATIONAL INC
NT 10-Q, 1996-08-14
MEMBERSHIP SPORTS & RECREATION CLUBS
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                    U.S SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                         NOTIFICATION OF LATE FILING

                                  FORM 12b-25

Sec. File Number  000-23236       Cusip Number ________________________

                                  [Check One]
   [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ]Form 10-Q [ ] Form N-SAR

                  For the Period Ended:June 30, 1996

                  [ ] 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 constructed to imply that the Commission
                  has verified any information contained herein
If                the  notification  relate 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       MASTER GLAZIER'S KARATE INTERNATIONAL, INC.
Former Name if Applicable
Address of Principal Executive Office [Street and Number]
PISCATAWAY CENTER, 337 HOES LANE City, State and Zip Code PISCATAWAY, NEW JERSEY
08854 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 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 Form 10-K,  Form 2-F, Form 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 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.






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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed  time period.  [Attach Extra Sheet if Needed] The Company has not
been able to compile the requisite financial data necessary to enable it to have
to have  sufficient time to complete the Company's  financial  statements by May
15, 1996,  which is the required filing date for the Company's  quarterly report
on Form 10-QSB, without unreasonable effort and expense.


PART IV - OTHER INFORMATION
      [1]  Name and telephone number of person to contact in regard to this
            notification

                  Mark Glazier                   908               981-0077
                     [Name]                   [Area Code]      [Telephone No.]

      [2] Have all other periodic  reports required under Section 13 or 15[d] of
          the  Securities  and  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[ 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.
                     MASTER GLAZIER'S KARATE INTERNATIONAL, INC.
                 [Name of Registrant as Specified in Charter]

has caused this notification to be signed on its behalf by the undersigned 
 thereunto duly authorized.

Date      August 14, 1996                     By: /s/Mark Glazier
                                  Mark Glazier
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 Violation [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 the  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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