SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-935
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NOTIFICATION OF LATE FILING
(Check one) [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[x] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For the period ended March 31, 2003
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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 auditors for Molecular Diagnostics,
Inc. ("MDI") effective February 25, 2003. Also as previously disclosed on Form
8K, filed with the Commission on May 1, 2003, the Board of Directors and the
Audit Committee reviewed proposals from several auditors, and engaged
Altschuler, Melvoin and Glasser, LLP, to audit MDI's financial statements for
the year ended December 31, 2002. The engagement was effective April 30, 2003.
MDI has to date been unable to replace necessary accounting personnel to
complete the quarterly disclosures required to be included in its Quarterly
Report on Form 10-Q for the three months ended March 31, 2003 (the "Form 10-Q")
and is currently unable to timely file the Form 10-Q. Management has prepared
internal financial statements for the year ended December 31, 2002, and is
prepared to work with the new auditors, as soon as they can begin, to complete
the audit of MDI's financial statements for the year ended December 31, 2002
and file the required Form 10-K for the period then ended. Management has also
prepared internal financial statements for the three-month period ended March
31, 2003 and intends to complete the disclosures required to be included in
Form 10-Q for the three-month period ended March 31, 2003 and to file such Form
10-Q as soon as possible after completion of the 2002 audit. At this time, it
is not possible to provide any further guidance as to the exact date when the
Form 10-Q will be filed.
Management has continued to focus all of its efforts to raise additional
capital in order to fund continuing operations and to satisfy current
liabilities, including amounts due to its previous auditors, the satisfaction
of which will speed up the 2002 audit process and the filing of the required
Forms for the year ended December 31, 2002 and the three-month period ended
March 31, 2003.
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).
[ ] Yes [x] 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 quarter ended
March 31, 2003 are likely to be worse than the results of operations that were
reported for the same quarter of the previous fiscal year. Revenues for the
first quarter of 2003 will be lower because of the one-time revenue recognition
of $298,000 arising from a software license during the first quarter of 2002.
In addition, the accounting treatment for certain costs related to the
settlement and exercise of the RVC Option Agreement and certain convertible
debt transactions entered into during the first quarter of 2003 are as yet to
be determined in conjunction with MDI's new auditors. Therefore, it is not
possible at the present time for MDI 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: May 16, 2003 By /s/ Peter P. Gombrich
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Peter P. Gombrich
Chairman and Chief Executive
Officer, Acting Chief Financial
Officer and Principal Accounting
Officer
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).