SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-21739
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1997
[ ] 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: GENETIC VECTORS, INC.
Former name if applicable: N/A
Address of principal executive office (Street and number)
5201 N.W. 77TH AVENUE, SUITE 100
City, state and zip code MIAMI, FLORIDA 33166
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
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.
FORM 12b-25
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.)
The Registrant is currently in the process of making the transition
from a development stage company to an operating company. When the Registrant
first became subject to the reporting requirements of the Securities Exchange
Act of 1934 it was a development stage company which had not generated any sales
revenues. During the fiscal year ended December 31, 1997 (the period which the
Registrant's Form 10-KSB will cover) the Registrant began selling products on a
limited basis. This transition to operating company status placed substantial
demands on the Registrant's financial reporting and accounting systems. The
Company took several significant steps during this fiscal year to react to these
demands, including hiring a new bookkeeper and implementing a new accounting
system. The Registrant believes that these steps will allow it to more
effectively meet its accounting needs as an operating company.
These demands, and the implementation of the steps required to react to
them, caused significant delays in the development and finalization of the
Company's financial information for this fiscal year. These delays directly
affected the Company's ability to prepare and finalize its Form 10-KSB. As a
result, the Company is unable to file its Form 10-KSB on the required date. The
Company respectfully requests an extension of the required filing date for its
annual report on Form 10-KSB for the year ended December 31, 1997.
PART IV
OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification: MEAD M. MCCABE, JR. (305) 716-0000
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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
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.
EXPLANATION OF ANTICIPATED CHANGES IN RESULTS OF OPERATIONS
The following explanation of expected significant changes in results of
operation from the previous fiscal year is based on the Registrant's preliminary
financial statements, and accordingly is subject to revision. Moreover, a more
thorough discussion of the results of operations will be provided in the
Registrant's Form 10-KSB which the Registrant intends to file on or before April
15, 1998.
The Registrant anticipates sales revenues of $39,260 for its fiscal
year ended December 31, 1997 ("Fiscal 1997"). This amount was attributable to
the preliminary launch of its EpiDNA Picogram Assay, representing the purchase
of product primarily for evaluation purposes. The Registrant's costs of sales
for that period is anticipated to be $34,304. All of the Registrant's sales
revenue and costs of sales occurred in the third and fourth quarters of Fiscal
1997. The Registrant reported no sales or costs of sales for its fiscal year
ended December 31, 1996 ("Fiscal 1996").
The Registrant believes that research and development expenses for
Fiscal 1997 increased to $501,099 from $70,873 in Fiscal 1996. The increase was
largely attributable to accelerated product improvement efforts on the
Registrant's EpiDNA Picogram Assay kits and development efforts on the core
labeling technology and the yeast identification project.
The Registrant believes that general and administrative expenses for
Fiscal 1997 increased to $1,843,842 from $318,750 in Fiscal 1996. This was
mainly due to the expenses incurred in beginning operations and implementing the
Registrant's preliminary product launch.
The Registrant anticipates interest income of $160,982 in Fiscal 1997.
No interest income was received in Fiscal 1996. This was mainly attributable to
interest earned on certificates of deposit and money market accounts resulting
from the investment of the net proceeds of the Registrant's initial public
offering.
The Registrant anticipates grant income of $64,000 in Fiscal 1997. No
grant income was received in Fiscal 1996.
The Registrant's net loss for Fiscal 1997 is anticipated to be
$2,170,508, versus a net loss of $393,434 in Fiscal 1996. This increased loss is
primarily due to the increases in general and administrative expenses and
research and development expenses.
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FORM 12b-25
GENETIC VECTORS, 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, 1998 By /S/ MEAD M. MCCABE, JR.
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Printed Name: MEAD M. MCCABE, JR., PRESIDENT
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FORM 12b-25
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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