UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 12b-25


NOTIFICATION OF LATE FILING





For Period Ended:
September 30, 2007
   
   
   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 Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed 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 C REGISTRANT INFORMATION

MARGO CARIBE, INC.
Full Name of Registrant

N/A
Former Name if Applicable

Road 690, Kilometer 5.8
Address of Principal Executive Office (Street and Number)

Vega Alta, Puerto Rico 00692
City, State and Zip Code

PART II C 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 reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
o  
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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.



 
 

 

PART III C NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Margo Caribe, Inc. (the “Company”) will not be able to timely file its quarterly report on Form 10-QSB for the fiscal quarter ended September 30, 2007 (the “Third Quarter 10-QSB”) as a result of delays in the preparation of its unaudited consolidated financial statements to be included in the Third Quarter 10-QSB.  The Company will filed its delayed quarterly reports on Form 10-QSB for 2006 and 2007, including the Third Quarter 10-QSB, and the delayed annual report on Form 10-KSB for the year ended December 31, 2006 as soon as practicable.

PART IV C OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification
 
John Upchurch
   
Senior Vice President and Chief Financial Officer
904
614-1656
(Name)
(Area Code)
(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 answer is no, identify report(s).
 
Yes               No    x
 
Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2006.
Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006.
Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2006.
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.
Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2007.
Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2007.
 
(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 result cannot be made.
 
The Company is not in a position to provide an estimate of anticipated significant changes between the results of operations for the quarter ended September 30, 2007 and the quarter ended September 30, 2006 because its unaudited financial statements for the quarter ended September 30, 2007 are not yet completed.
 
Margo Caribe, Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:          November 13, 2007
By:     /s/ John Upchurch                    
 
John Upchurch
Senior Vice President and
Chief Financial Officer

 


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