U.S. SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER
Washington, D.C. 20549
0-9201
FORM 12b-25 CUSIP NUMBER
NOTIFICATION OF LATE FILING 090575101
: Form 10-KSB X G Form 20-F G Form 11-K G
Form 10-Q G Form N-SAR
For the period ended: December 31, 1997
PART I: REGISTRANT INFORMATION
Registrant: Bio-Response, Inc.
Executive Office: 1612 N. Osceola Avenue
Clearwater, Florida 34615
PART II: RULES 12b-25(b) & (c)
The subject report could not be filed without unreasonable effort
or expense and the Registrant therefore seeks relief pursuant to
Rule 12b-25(b).
(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-KSB, 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 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. Not
Applicable.
PART III: NARRATIVE
Registrant is negotiating a potential business combination
with some privately-held companies, as authorized by Registrant=s
shareholders in the 1997 meetings of the Registrant=s
shareholders. The current negotiations are still preliminary and
the parties have not yet decided whether to proceed with a
business combination. Registrant believes that such a decision
will be made soon and that this decision could require
significant modification of Registrant=s Annual Report on Form
10-KSB. Given this contingency, Registrant cannot prepare and
file this Annual Report on Form 10-KSB without unreasonable
effort and expense.
PART IV: OTHER INFORMATION
(1) Contact Person: Ms. Sally Fonner (813) 443-3434
(2)Have all periodic reports required under Section 13 or 15(d) of the
Securities
Exchange Act of 1934 during the preceding 12 months been filed: Yes X
No
If not, identify report(s):
(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 No X
[If so, explain the anticipated change, both narratively and
quantitatively, and state the reasons why a reasonable
estimate of the results cannot be made.]
Bio-Response, Inc. has caused this notification to be signed on
its behalf by the undersigned duly authorized.
Date: March 30, 1998 By:
Sally Fonner, President and
sole Director
