UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-25726
(Check One):
X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
For Period Ended: December 31, 1996
Transition Report on Form 10-KSB
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
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
Full Name of Registrant: SEPRAGEN CORPORATION
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):
Huntwood Drive, Hayward, California 94544 30689
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 appro-
priate)
(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 or 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 Form 10-KSB, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Due to reduced staff and resources, Registrant was unable to
complete all accounting and due diligence work for the Report.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification: Vinit Saxena (510) 476-0650
(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): Yes X 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 in-
cluded 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.
SEPRAGEN CORPORATION
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: 3/28/97 By: /s/ Vinit Saxena
President and CEO
The form may be signed by an executive officer of the registrant or
by any other duly authorized representative.
SEPRAGEN CORPORATION DRAFT 3/28/97
BALANCE SHEET
ASSETS
December 31,
1996 1995
Current assets:
Cash $ 217,057 $ 23,364
Marketable securities -- 3,586,145
Accounts receivable, less
allowance for doubtful
accounts of $10,298 and
$30,459 as of December 31,
1996 and 1995, respectively 183,805 278,688
Inventories 474,872 777,620
Prepaid expenses and other 12,633 57,130
Total current assets 888,367 4,722,947
Furniture and equipment, net 388,201 252,150
Intangible assets 130,837 111,709
$ 1,407,425 $ 5,086,806
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 196,686 $ 230,799
Accrued liabilities 67,665 174,395
Accrued payroll and benefits 110,967 80,633
Interest payable -- 4,285
Total current liabilities 375,318 490,112
Commitments:
Class E common stock, no par
value--1,600,000 shares authorized;
1,209,894 and 1,111,961 shares
issued and outstanding at December 31,
1996 and 1995; redeemable at
$.01 per share -- --
Shareholders' equity (deficit):
Preferred stock, no par value--
5,000,000 shares authorized; none
issued and outstanding at
December 31, 1996 and 1995 -- --
Class A common stock, no par
value--20,000,000 shares
authorized; 2,149,155 and
2,070,000 shares issued and
outstanding at December 31,
1996 and 1995 8,812,701 8,353,737
Class B common stock, no par
value--2,600,000 shares
authorized; 707,276 and
786,431 shares issued and
outstanding at December 31,
1996 and 1995 4,100,992 4,559,956
Net unrealized loss on
available-for-sale securities -- (14,462)
Accumulated deficit (11,881,586) (8,302,537)
Total shareholders'
equity (deficit) 1,032,107 (4,596,694)
$ 1,407,425 $ 5,086,806
<PAGE>
SEPRAGEN CORPORATION DRAFT 3/28/97
STATEMENTS OF OPERATIONS
for the years ended December 31, 1996 and 1995
For the Years
Ended December 31,
1996 1995
Revenues:
Net sales $ 1,002,562 $ 1,046,256
Costs and expenses:
Cost of goods sold 840,593 685,291
Selling, general, and
administrative 2,344,273 2,280,130
Research and development 1,487,231 1,077,342
Total costs and expenses 4,672,097 4,042,763
Loss from operations (3,669,535) (2,996,507)
Interest expense -- (138,482)
Interest income and other, net 90,486 222,132
Net loss $ (3,579,049) $ (2,912,857)
Net loss per common and common
equivalent share $ (1.25) $ (1.25)
Weighted average shares
outstanding 2,856,431 2,332,283
DRAFT 3/28/97
The following table is included as an aid to understanding the
Company's operating results. The table sets forth the percentages
which each item bears to revenues and the percentage change in
dollar amounts from year to year.
Year to Year Percentage
Percentage Increase
Relationship to Revenues (Decrease)
% of % of Year Year
Revenues Revs. Ended Ended
Account Name 1996 1995 1996 1995
Revenues 100% 36% (4)% (41%
Cost and Expenses
Cost of goods sold 84 % 19% 23% (32)%
Selling, general and
administrative 234% (11)% 3% 128%
Research and
development 148% 8% 38% 135%
Total costs and
expenses 466% 3% 16% 64%
Loss from operations (366)% (37)% 22% 345%
Interest expense (0)% 716% (100)% (27)%
Interest income and
other, net 9% 0% 59% n/a
Net loss (357)% (21)% 23% 238%
