U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
001-13467
CUSIP NUMBER
202739 10 8
Form 10-K and Form Form 10-Q and Form
10-KSB [ ] Form 20-F [ ] Form 11-K [ ] 10-QSB [X] Form N-SAR [ ]
For Period Ended: September 30, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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:
<PAGE>
PART I - Registrant Information
Full Name of Registrant: Commonwealth Biotechnologies, Inc.
Former Name, if Applicable: N/A
Address of Principal Executive Office: 911 East Leigh Street, Suite G-19,
Richmond, Virginia 23219
PART II - Rules 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, 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. [X]
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or a portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or Form 10-QSB, or a portion thereof will be filed
on or before the fifth calendar day following the prescribed due date.
[X]
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. [ ]
PART III - Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period:
The Company is currently seeking clarification from the Securities and
Exchange Commission regarding the interaction of relevant Staff Accounting
Bulletins (Topic 4D) for initial public offerings and FASB Statement 128,
Earnings Per Share. FASB Statement 128 will require retroactive computations of
earnings per share in 1998 for the period ended September 30, 1997. As Topic 4D
specifies that anti-dilutive securities be given effect in the earnings per
share calculations, including filings subsequent to the Company's initial public
offering that include the period the initial public offering became effective,
and FASB 128 requires a retroactive computation that would not give effect to
the anti-dilutive securities, the Company is seeking clarification from the
Office of Small Business on this issue. The Office of Small Business has
indicated that they will respond by Tuesday, December 2, 1997. The Company
anticipates filing the Form 10-QSB for the period ended September 30, 1997
shortly thereafter.
<PAGE>
The Company is not filing other parts of the Form 10-QSB at this time,
as it believes that the effect of the anti-dilutive securities is material and
relevant to the financial statements and management's discussion and analysis
taken as a whole. In addition, such information would be potentially misleading
to investors without the appropriate disclosures required for recent accounting
pronouncements.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification: J. Benjamin English, Esq. (804) 783-2003
(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 the 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? [ ] Yes [X] 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.
<PAGE>
Commonwealth Biotechnologies, Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ Robert B. Harris
------------------------
Robert B. Harris,
President
Date: December 2, 1997
