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]
[ X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ X ]Form 10-Q [ ] Form N-SAR
For the Period Ended: December 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:
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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
sufficient time to complete the Company's financial statements by March 31,
1997, which is the required filing date for the Company's quarterly report on
Form 10-KSB, 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
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[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
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 March 27, 1997 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.
<PAGE>
EXHIBIT A
MOORE STEPHENS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
340 NORTH AVENUE EAST, SUITE 6
CRANFORD, NEW JERSEY 07016-2461
March 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We are retained by Master Glazier's Karate International, Inc. as
independent certified public accountants to report on the financial statements
at December 31, 1996 and for the fiscal years then ended. We have endeavored,
with the full cooperation of the Company, to obtain the necessary information to
meet the filing requirements for Form 10-KSB, both as to form and timeliness.
Due to the extensive period of time and the related delay in developing data for
the financial statements, we will not have sufficient time to complete our audit
by March 31, 1997 which is the required filing date for the Company's annual
report, without unreasonable effort and expense.
Very truly yours,
MOORE STEPHENS, P.C.
<PAGE>
MASTER GLAZIER'S KARATE INTERNATIONAL, INC.
PART IV[3] - NARRATIVE FOR FORM 12B-25
Explanation:
On December 17, 1996 and January 10, 1997, the Company entered into Asset
Purchase Agreements relating to the sale of substantially all of the assets of
five of the Company's wholly-owned subsidiaries. In consideration for these
assets, the Company will receive $505,000 consisting of $225,000 in cash and
$280,000 in promissory notes.
The transaction will have a significant impact on the Company's financial
statements.
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