SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                  Commission File Number 1-13984

                           NOTIFICATION OF LATE FILING

(Check One):   [X] Form 10-K and Form 10-KSB    [  ] Form 11-K    [ ] Form 20-F
               [ ] Form 10-Q and Form 10-QSB    [  ] Form N-SAR

For Period Ended:  December 31, 1996

                                                        
[ ]      Transition Report on Form 10-K and Form 10-KSB  [ ]     Transition Report on Form 10-Q and Form 10-QSB
[ ]      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 notification relates:_____________________________
________________________________________________________________________________

                         PART I. REGISTRANT INFORMATION

Full name of Registrant:        WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
                        --------------------------------------------------------

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

Address of principal executive office (Street and number):  533 West 47th Street
                                                          ----------------------

City, State and Zip Code:       New York, New York  10036
                         -------------------------------------------------------

                        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 annual report,  semi-annual report, transition report on
        Forms 10-K, 10-KSB, 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,
        10-QSB, 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 Forms 10-K,  10-KSB,
11-K, 20-F, 10-Q,  10-QSB,  N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)

        William  Greenberg Jr.  Desserts and Cafes,  Inc. (the "Company") is not
able to file its Form 10-KSB with respect to the fiscal year ended  December 31,
1996 without  unreasonable  effort or expense due to unforeseen  difficulties in
completing its audited financial statements.

                           PART IV. OTHER INFORMATION

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

         Ivan W. Dreyer                         (212)         702-5751
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            (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 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.

        For the year ended  December 31, 1996,  the Company  expects to report a
net loss of  approximately  $4,800,000 as compared with a loss of  approximately
$1,860,000  in  1995.  The  increase  in  the  expected  loss  of  approximately
$3,050,000  is  due  to  (i)  an  increase  in  the  loss  from   operations  of
approximately  $1,730,000  which was primarily due to a large  increase in fixed
costs  which  could  not be passed on to its  customers  and (ii)  restructuring
charges in the approximate amount of $2,100,000. The aforementioned increases in
costs during 1996 was partially  offset by a charge of $890,000  incurred by the
Company during 1995.







 





                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, 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 31, 1997             By: /s/ Philip Grabow
                                     --------------------------------
                                     Philip Grabow
                                     CEO and President



                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  criminal
violations (see 18 U.S.C. 1001).


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