UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one)
Form 10-K and Form 10-KSB Form 20-F Form 11-K X Form 10-Q and Form
10-QSB Form N-SAR -
For Period Ended July 31, 2002
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__ Transition Report on Form 10-K and Form 10-KSB
__ Transition Report on Form 20-F
__ Transition Report on Form 11-K
__ Transition Report on Form 10-Q and Form 10-QSB
__ Transition Report on Form N-SAR
For the Transition Period Ended: _______________
Read Instructions (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
Full Name of Registrant: EMBRYO DEVELOPMENT CORPORATION
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Address of Principal Executive Office (Street and Number):
305 MADISON AVENUE, SUITE 4510, NEW YORK, NEW YORK 10165
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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-25b, the following should
be completed.
(Check box if appropriate): | X |
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(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expenses;
(b) The subject annual report, semi-annual report, transition report on
Forms 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, 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 Forms 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 the Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach Extra Sheets if Needed)
The Company has not been able to compile the requisite financial data
necessary to enable it to have to have sufficient time to complete the Company's
financial statements by September 14, 2002, which is the required filing date
for the Company's quarterly report on Form 10-QSB, without unreasonable
effort and expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Matthew Harriton 212 808-0607
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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 reports) been filed? If answer is no,
identify report(s). X Yes No
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(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
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The registrant estimates that the net loss for the three months ended
July 31, 2002 will be approximately $6,000, as compared to a net loss of
approximately $9,000 for the three months ended July 31, 2001.
EMBRYO DEVELOPMENT CORPORATION
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(Name of Registrant as Specified In Charter)
has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized
Dated: September 13, 2002 EMBRYO DEVELOPMENT CORPORATION
By: /s/ Matthew L. Harriton
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Matthew L. Harriton
Chief Executive Officer
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
representatives's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intention 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 (17 CFR 240.12b-25 of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 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 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 amendment notification.