SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-21739
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: MARCH 31, 1999
[ ] 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.
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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
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 set forth in the Registrant's Annual Report on Form 10-KSB ("Form
10-KSB") filed with the Securities and Exchange Commission on April 27, 1999,
the Registrant has a significant cash shortage. As a result, the Registrant has
had to curtail certain business activities and has had to devote a significant
amount of time and effort to raising additional capital. This cash shortage also
caused the Registrant to file its Form 10-KSB with unaudited financial
statements. Because of the Registrant's significant cash shortage and the amount
of time it has devoted to capital raising activities, the Registrant
respectfully requests an extension of the filing date of its Quarterly Report on
Form 10-QSB for the three month period ended March 31, 1999.
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).
[ ] Yes [X] No
Although the Registrant filed its Annual Report on Form 10-KSB for the
year ended December 31, 1998, the filing did not contain audited financial
statements as required under Regulation S-X of the Securities Exchange Act of
1934, as amended.
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.
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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 18, 1999 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)
As reported in the Form 10-KSB, the Registrant had cash and cash
equivalents of $109,924 as of December 31, 1998. In addition and as reported in
the Form 10-QSB, the Registrant obtained $388,500 in loans since December 31,
1999 in three separate transactions. The terms of these loans are described in
the Form 10-KSB. Substantially all of these proceeds have been expended by the
Registrant. On May 10, 1999, the Registrant obtained a $225,000 equity
investment from the sale of 225,000 shares of the Registrant's common stock. The
equity investor paid $1.00 per share for the 225,000 shares of the Registrant's
common stock, or $4.75 per share less than the closing price of $5.75 per share
on May 10, 1999. The Registrant projects that the proceeds of the equity
investment will be completely exhausted by June 15, 1999. In the absence of
additional capital, the Registrant will be required to significantly curtail or
cease its business activities. The Registrant's ability to continue its business
activities is completely dependent on such additional capital and its failure to
obtain such capital will have a material adverse effect on the Registrant's
ability to continue its business activities.
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