SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 0-22122
NOTIFICATION OF LATE FILING OF FORM 10-Q
For Period Ended: December 31, 1997
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Part 1. Registrant Information
MICROS-TO-MAINFRAMES, INC.
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(Full name of registrant)
614 Corporate Way, Valley Cottage, New York 10989
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(Address of Principal executive office)
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 quarterly report on Form 10-Q will be filed
on or before the 5th 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
The executive officers of the Registrant have recently been
occupied with the negotiations and documentation associated with
the proposed merger of the Registrant and BTG, Inc. As a result,
the Form 10-Q could not be filed within the prescribed time
period.
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Part IV. Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Frank T. Wong (914) 268-5000
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(Name) (Telephone number)
(2) Have all other periodic reports required under Section
13 or 15(d) of 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 narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
Reason for Change: The Registrant anticipates higher
corporate revenues but lower profits as compared to the results
of operations from the corresponding period for the last fiscal
year. This change is anticipated because of increased expenses
associated with the expansion of its technical staff, as well as,
legal, financial and other costs attributed to the proposed merger
of the Registrant and BTG Inc. which was terminated on Friday,
February 13, 1998. A reasonable estimate of the results cannot
be made at this time because the Registrant has not yet been able
to determine the exact costs associated with the proposed merger.
MICROS-TO-MAINFRAMES, INC.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 18, 1998 By: /s/ Frank T. Wong
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Title: Vice-President-Finance
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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 and
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 18 U.S.C. 1001).
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