MASTER GLAZIERS KARATE INTERNATIONAL INC
NT 10-Q, 1996-05-15
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:          March 31, 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 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       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.






<PAGE>




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
               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.
                              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           May 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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