MEDISCIENCE TECHNOLOGY CORP
NT 10-K/A, 1997-06-16
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                Amendment No. 1

                                       To

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                       of

                                    FORM 10-K
                       For Period Ended: February 28, 1997


                          MEDISCIENCE TECHNOLOGY CORP.
                              (Name of Registrant)


                               1235 Folkestone Way
                          Cherry Hill, New Jersey 08034
                     (Address of Principal Executive Office)


                                    33-51218
                            (Commission File Number)











                Nothing in this form shall be construed to imply
                that the Commission has verified any information
                                contained herein.




                                   Page 1 of 3
<PAGE>
                        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;

[ ]      (b)      The subject annual report on Form 10-K or portion thereof will
                  be filed on or before the 15th 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 Form 10-K could not be
filed within the prescribed time period.

         On May 23,  1997,  the  registrant  filed  its  Form  12b-25  with  the
Securities  and  Exchange  Commission  in which it  represented  that its Annual
Report on Form 10-K would be filed on before June 13,  1997,  the 15th  calendar
day  following  the  prescribed  due date for the filing of such Annual  Report.
Although  the  registrant  believed in good faith when it filed such Form 12b-25
that it could  comply  with such  15-day  period,  it is now  apparent  that the
registrant  will  not  be  able  to  comply  with  such  representation  without
unreasonable effort and expense.

         The registrant is a development  stage company which,  at present,  has
only one non-  research  full time  employee,  its Chairman of the Board,  Peter
Katevatis.  In the  period  since  May  23,  1997,  Mr.  Katevatis  has  devoted
substantially  all of his time and efforts to the negotiation and supervision of
existing and prospective business  relationships which are of crucial importance
to the registrant's future.  Despite this prioritization of Mr. Katevatis' time,
the  registrant  expects to be able to file its Annual Report on Form 10-K on or
prior to June 27, 1997.

         The delay in filing the registrant's  Annual Report on Form 10-K is not
due to any  change  in or  disagreement  with the  registrant's  accountants  on
financial statement disclosure.










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<PAGE>
                           Part IV. Other Information

(1)      Name and  telephone  number  of  person  to  contact  in regard to this
         notification

         Peter Katevatis               (609)        428-7952
            (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 the 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?

         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.

                                 [ ] Yes [X] No



         Mediscience  Technology Corp. has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.




Date:  June 13, 1997                       By:      /s/ Peter Katevatis
                                                    -------------------
                                                    Name:  Peter Katevatis
                                                    Title: Chairman of the Board
















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