Margo Caribe Inc - Notification that Quarterly Report will be submitted late (NT 10-Q)

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

	FORM 12b-25

	NOTIFICATION OF LATE FILING

(Check one):

o

Form 10-K

o

Form 20-F

o

Form 11-K

þ

Form 10-Q

o

Form N-SAR

o

Form N-CSR

For Period Ended:	March 31, 2008

		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 — 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 — 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 — 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.

The Company’s Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2008 (the “2008 Form 10-QSB”) was not timely filed because of delays in the preparation of the Company’s unaudited financial statements for the fiscal quarter ended March 31, 2008, as a result of a number of management changes, including turnover in the chief financial officer position, which has delayed the filing process. As a result, the Company has not been able to timely file its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, the Annual Report on Form 10-KSB for the year ended December 31, 2006, the Quarterly Reports of Form 10-QSB for each of the first three quarters of 2007, and the Annual Report on Form 10-KSB for the year ended December 31, 2007 (collectively, the “Delayed Reports”). The Company will file the Delayed Reports as soon as practicable.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	John Upchurch Chief Financial Officer	787	883-2570 ext. 1055
	(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	o		No	x
	Annual Report on Form 10-KSB for the year ended December 31, 2006 Annual Report on Form 10-KSB for the year ended December 31, 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

o

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 fiscal quarter ended March 31, 2007 and 2008 because its unaudited financial statements for the fiscal quarter ended March 31, 2008 are not yet ready.