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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One): [X] Form 10-K   [ ] Form 11-K   [ ] Form 20F   [ ] Form 10-Q
[ ]  Form N-SAR
     For Period Ended: February 28, 2005
[ ]  Transition Report on Form 10-K        [ ]   Transition Report on Form 10-Q
[ ]  Transition Report on Form 20-F        [ ]   Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K
     For the Transition Period Ended: ______________________

         Read attached  instruction sheet 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

Full name of registrant:                           FRMO Corp.
                                                   -------------------

Former name if applicable:                         N/A
                                                   ------------------

Address of principal executive office
(Street and number):                               320 Manville Road
                                                   --------------------
City, state and zip code:                          Pleasantville, NY 10570
                                                   -----------------------------

                                     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.)


[ ]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[ ]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th 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 the reasons why Form 10-K, 11-K, 10-Q,
N-SAR or the  transition  report  portion  thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

         Compliance  with EITF 03-16  requires  more time to change from cost to
equity method for investment in limited liability company.




                                     PART IV
                                OTHER INFORMATION

         1. Name and  telephone  number of person to  contact  in regard to this
notification:

                  Steven Bregman        (914)         632-6730
             ------------------------ ---------- --------------------
                     (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
Registrant 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.

         The equity method will increase net income  substantially over reported
net income in the prior period.


                                   FRMO Corp.
                  (Name of registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:  5/31/05                                     By /s/ Steven M. Bregman
                                                      ------------------------
                                                      Steven M. Bregman
                                                      President


         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 violations (see 18 U.S.C. 1001).


                              GENERAL INSTRUCTIONS

         1. This  form is  required  by Rule  12b-25  of the  General  Rules and
Regulations under the Securities Exchange Act of 1934.

         2. One  signed  original  and four  confirmed  copies  of this form and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 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 amended notification.

         5. Electronic Filers.  This form shall not be used by electronic filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.


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