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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-9065
Washington, D.C. 20549
Cusip Number
FORM 12b-25 38114510 1
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR
-- -- -- --- --
For Period Ended: May 31, 1998
[ ] 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:____________________________
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
Golden Pharmaceuticals, Inc.
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Full Name of Registrant
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Former Name if Applicable
710 14th Street
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Address of Principal Executive Office (STREET AND NUMBER)
Golden, Colorado 80401
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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 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, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is currently preparing its response to the comments of the staff
of the Securities and Exchange Commission set forth in its letter dated June 30,
1998. Many of these comments relate to and require additional disclosure in the
Registrant's future filings. As a result, the Registrant is unable to timely
complete the information required for the presentation of its Quarterly Report
on Form 10-QSB for the period ended May 31, 1998.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary P. Pryor (303) 279-9375
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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
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? X Yes No
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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:
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Golden Pharmaceuticals, 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
hereunto duly authorized.
Date July 15, 1998 By - /s/ Gary P. Pryor
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Gary P. Pryor, Vice President, Finance
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PART IV - OTHER INFORMATION
UPDATE -
3. The Registrant believes that due to the sale of the assets in
April 1997 and a decrease in sales in Pharma Labs and Quality
Care Pharmaceuticals, Inc., there will be a significant change
in the results of operations from the same period during the
last fiscal year which is summarized below:
GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MAY 31,
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1998 1997
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<S> <C> <C>
NET SALES $ 4,641,691 $ 10,332,049
COST OF SALES 3,674,592 6,967,340
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GROSS MARGIN 967,099 3,364,709
Selling, general and administrative expense 5,019,367 4,378,576
Unusual charge - impairment loss 433,500 -
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OPERATING LOSS (4,485,768) (1,013,867)
OTHER INCOME/ (EXPENSE)
Interest expense (409,074) (1,368,251)
Joint venture loss (107,888) (55,746)
Gain (loss) on disposal of assets 112,074 (2,363)
Gain on Sale of Division - 6,210,435
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Other income 77,354 595,673
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TOTAL OTHER INCOME (EXPENSE) (327,534) 5,379,748
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INCOME (LOSS) BEFORE TAX (BENEFIT) EXPENSE (4,813,302) 4,365,881
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INCOME TAX EXPENSE 21,120 382,390
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INCOME (LOSS) BEFORE MINORITY INTEREST (4,834,422) 3,983,491
MINORITY INTEREST 423,464 (67,773)
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NET INCOME (LOSS) $ (4,410,958) $ 3,915,718
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EARNINGS (LOSS) PER SHARE $ (0.03) $ (0.03)
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WEIGHTED AVERAGE SHARES OUTSTANDING 128,422,369 121,662,879
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</TABLE>
