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, 1998
[ ] 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:
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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.
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.
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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.)
As reported in the Registrant's Form 10-QSB for the three-month period
ended September 30, 1998, the Registrant had to raise additional capital in
order to continue operations beyond November 1998. The Registrant borrowed
$150,000 on November 2, 1998 which enabled the Registrant to continue operations
into December 1998 at which time the Registrant had to curtail certain of its
business activities. The Registrant subsequently borrowed an additional $163,500
in January 1999 and another $125,000 in March 1999. As a result of a delay in
receiving the $125,000 loan, the Registrant was forced to delay its year-end
audit. Due to this delay, the Registrant's audited financial statements will not
be ready until April 1999. The Registrant respectfully requests an extension of
the filing date for its Annual Report on Form 10-KSB for the year ended December
31, 1998.
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
(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.
See Attachment.
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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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Mead M. McCabe, Jr., President
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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FORM 12B-25
ATTACHMENT
(CHANGES IN RESULTS OF OPERATIONS)
The Registrant expects to report a significant decrease in its cash
position from the prior fiscal year. As reported in Form 10-QSB for the quarter
ended September 30, 1998, the Registrant had projected that the proceeds from
its initial public offering, which closed on December 26, 1996, would last
through November 1998. As of the date hereof, the Registrant has raised an
aggregate of $438,500 in additional funds which the Registrant expects to last
through March 1999. Significant additional capital will be necessary for the
Registrant to continue its business activities beyond March 1999. The Registrant
expects to report cash and cash equivalents equal to approximately $156,000 on
December 31, 1998 compared to approximately $2.1 million on December 31, 1997.
Without additional capital, the Registrant will need to curtail or cease its
business activities until additional capital can be obtained, if at all.
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