SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-935
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 the period ended December 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
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If notification relates to a portion of the filing checked above,
identify the item(s) to which the the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of Registrant Molecular Diagnostics, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
414 N. Orleans, Suite 510
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City, state and zip code Chicago, IL 60614
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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 box if appropriate.)
(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 For 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, Form 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
As previously disclosed on Form 8K, filed with the Commission on March
4, 2003, Ernst & Young, LLP resigned as the Company's auditors effective
February 25, 2003. Management has met with several potential replacement
auditors, but has not formally agreed to engage a new firm. Management
anticipates that the Company will be successful in engaging new auditors within
the next thirty days.
In addition, due to the untimely departure of certain key accounting
personnel, the Company has been unable to complete the disclosure required to
be included in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 (the "Form 10-K") and is currently unable to file the Form
10-K. At this time, the Company is unable to provide any further guidance as
to when the Form 10-K will be filed. However, in accordance with comments
outlined in the prior paragraph, the Company will use its best efforts to
complete the required Annual Report on Form 10-K as quickly as possible.
Management has focused all of its efforts to complete the raising of
additional capital in order to fund continuing operations and to meet the
requirements of an Option Agreement to repurchase all of its assets from Round
Valley Capital, LLC ("RVC"). Under the Option Agreement, as previously
disclosed on Form 8-K filed with the Commission on March 19, 2003, RVC cannot
dispose of or encumber any portion of the assets to any party other the Company
prior to April, 2, 2003 at 5:00 p.m. Arizona Time. As soon as the
aforementioned financing has been completed, management will focus on the
replacement of its key accounting personnel.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Peter P. Gombrich (312) 222-9550
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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
It is anticipated that the results of operations for the fiscal year
ended December 31, 2002 are likely to be worse than the results of operations
that were reported for the fiscal year ended December 31, 2001. However, due
to the current uncertainty of any potential impairment losses which may be
realized for the fiscal year ended December 31, 2002 and the accounting
treatment for certain convertible debt transactions entered into during the
fourth quarter of 2002, it is not possible at the present time for the Company
to determine the extent of such difference.
Molecular Diagnostics, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 2003 By /s/ Peter P. Gombrich
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Peter P. Gombrich
Chairman and Chief Executive
Officer, Acting Chief Financial
Officer and Acting Principal
Accounting Officer
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).