MASTER GLAZIERS KARATE INTERNATIONAL INC
NT 10-Q, 1996-11-14
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:    September 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  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.






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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
November 14, 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        Novmeber 13, 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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