SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-21739
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: SEPTEMBER 30, 1997
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[ ] 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:
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PART I
Registrant Information
Full name of registrant: GENETIC VECTORS, INC.
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Former name if applicable: N/A
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Address of principal executive office (Street and number)
5201 N.W. 77TH AVENUE, SUITE 100
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City, state and zip code MIAMI, FLORIDA 33166
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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 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.
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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 completed an initial public offering on December 26, 1996.
In connection with this offering the Registrant became subject to the reporting
requirements of the Securities Exchange Act of 1934. Until the three month
period ended September 30, 1997, the Registrant had reported no revenues or
costs of goods sold, as the Registrant had been a development stage company.
During this period, the Registrant began making the transition to an operating
company and has begun selling products on a limited basis. This transition to an
operating company placed an additional burden on the Registrant's existing
accounting system. As a result, the Registrant was required to hire a new
bookkeeper and to implement a new accounting system, both of which the
Registrant believes will allow it to more efficiently meet its accounting needs
during and after this transitional phase. The Registrant generated a minimal
amount of sales revenues (resulting from preliminary sales to customers who will
evaluate the product) during the quarterly period under review. To ensure full
disclosure and to ensure that all relevant information is provided, the
Registrant has determined that it will provide both a Management's Discussion
and Analysis and a Management's Plan of Operation in its Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1997. This is necessary to
accurately reflect the Registrant's condition. The development of these sections
is, however, dependent on financial information, and accordingly has been
subjected to delays because of the situations described above. To ensure the
integrity of the new accounting system, the Registrant respectfully requests an
extension of the filing date for its quarterly report on Form 10-QSB for the
quarter ending September 30, 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.
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GENETIC VECTORS, 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: November 13, 1997 By /S/ MEAD M. MCCABE, JR.
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Printed Name: MEAD M. MCCABE, JR., PRESIDENT
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EXPLANATION OF ANTICIPATED CHANGES IN RESULTS OF OPERATIONS
The following explanation of significant changes in results of operation
from the corresponding period for the last fiscal year is preliminary and
subject to adjustment by the Registrant and its Audit Committee. Moreover, a
more thorough discussion of the results of operations will be provided in the
Registrant's third quarter 10-QSB to be filed on or before November 19, 1997.
The Registrant anticipates revenues of $11,552 in the nine month period
ending September 30, 1997. This amount was attributable to the preliminary
launch of its EpiDNA product line, representing the purchase of product samples
by the purchasers primarily for evaluation purposes. The Registrant's costs of
goods sold was $6,000, leaving a gross profit of $5,552. All of the Registrant's
revenues and costs of goods sold occurred in the third quarter. The Registrant
reported no sales or costs of goods sold in the nine month period ending
September 30, 1996. As a result, no meaningful comparison to this prior period
can be made.
The Registrant believes research and development expenses for the nine
month period ending September 30, 1997 increased $331,443 or 633% over the
comparable period in the prior year. For the three month period ending September
30, 1997, research and development expenses increased $39,762 or 76% over the
comparable period in the prior year. The increase was largely attributable to
accelerated product improvement efforts on EpiDNA Picogram Assay kits and
development efforts on the core labeling technology and the yeast identification
project.
The Registrant believes selling and administrative expenses for the nine
month period ending September 30, 1997 increased $1,028,666 or 852% over the
comparable period in the prior year. For the three month period ending September
30, 1997, such expenses increased $349,053 or 388% due mainly to the expenses
incurred in beginning operations and implementing the Registrant's preliminary
product launch.
As a result of the increases in research and development and selling and
administrative expenses, total operating expenses for the nine month period
ending September 30, 1997 increased $1,398,590 or 799% over the comparable
period in the prior year. For the three month period ending September 30, 1997,
total operating expenses increased $422,640 or 294% over the comparable period
in the prior year. Increases in these expenses caused a corresponding increase
in the Registrant's loss from operations in the nine and three month periods
ending September 30, 1997.
The Registrant had other income of $175,052 and $120,605 for the nine and
three month periods ending September 30, 1997, respectively. This other income
was attributable to interest earned on certificates of deposit and money market
accounts.
The Registrant's net loss for the nine month period ending September 30,
1997 was $1,393,131 (or $.60 per share), an increase of $1,217,986 or 695% over
the comparable period in the prior year. For the three month period ending
September 30, 1997, the Registrant's net loss was $440,126 (or $.19 per share),
an increase of $296,483 or 206% over the comparable period in the prior year.
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