MEDGENESIS INC
NT 10-Q, 2000-11-14
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                                              SEC FILE NUMBER
                                                                  0-30832
                                                                CUSIP NUMBER
                                                                58436P 10 6
(CHECK ONE):

[ ] Form 10-K and Form 10-KSB
[ ] Form 20-F
[ ] Form 11-K
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR

               For Period Ended: SEPTEMBER 29, 2000

[ ] 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

MEDGENESIS INCORPORATED
------------------------------------------------------------------------
Full Name of Registrant

------------------------------------------------------------------------
Former Name if Applicable

5182 WEST 76TH STREET
------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

EDINA, MN  55439
------------------------------------------------------------------------
City, State and Zip Code

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(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
     |      Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
     |      be filed on or before the fifteenth calendar day following the
 [X] |      prescribed due date; or the subject quarterly report of 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.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 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 time period.

THE COMPANY'S REGISTRATION ON FORM 10 WAS CLEARED BY SEC STAFF ON NOVEMBER 13.
AT THAT TIME, THE COMPANY WAS INFORMED THAT BECAUSE THE REGISTRATION WAS A 12(g)
FILING, THE COMPANY'S REGISTRATION WAS ALREADY EFFECTIVE AND THAT ITS 10Q FILING
OBLIGATION WAS DUE ON THAT SAME DAY. DUE TO THIS SHORT NOTICE, THE COMPANY WAS
UNABLE TO COMPLETE THE 10Q FILING ON TIME.
                                                 (ATTACH EXTRA SHEETS IF NEEDED)


<PAGE>


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification
               RICHARD B. THON          952            979-3875
--------------------------------------------------------------------------------
               (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 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?
                                                             [ ] 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.



                             MEDGENESIS INCORPORATED
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  NOVEMBER 14, 2000            By /s/ RICHARD B. THON
      ---------------------------     ---------------------------------------
                                      Richard B. Thon, Chief Financial Officer

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 (17 CFR 240.12b-25) of the General Rules
   and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange
   Commission, Washington, D.C. 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 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 to
   restate information that has been correctly furnished. The form shall be
   clearly identified a 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 (ss.232.201 or ss.232.202 of this chapter) or apply for an
   adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
   (ss.232.13(b) of this chapter).




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