SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-25726
CUSIP NUMBER
817316 10 2
817316 11 0
817316 12 8
(Check One):
X Form 10-K and Form 10-KSB Form 20-F Form 11-K
Form 10-Q and Form 10-QSB Form N-SAR
For Period Ended: December 31, 1997
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
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):
30689 Huntwood Drive, Hayward, California 94544
<PAGE>
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
Form 10-KSB, 20-F, 11-K, 10-Q, 10Q-SB, N-SAR, or the transition
State below in reasonable detail the reasons why Form 10-K and
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. See attached.
<PAGE>
(Name of Registrant specified in charter)
SEPRAGEN CORPORATION
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: 3/31/98 By: /s/ Vinit Saxena
Vinit Saxena
President and CEO
The form may be signed by an executive officer of the regis-
trant 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).
<PAGE>
SEPRAGEN CORPORATION
BALANCE SHEET DRAFT 3/31/98
ASSETS
December 31,
1997 1996
Current assets:
Cash $ 44,448 $ 217,057
Accounts receivable, less allowance
for doubtful accounts of $10,298
and $10,298 as of December 31, 1997
and 1996, respectively 570,868 183,805
Inventories 318,860 474,892
Prepaid expenses and other 97,484 12,633
Total current assets 1,031,660 888,387
Furniture and equipment, net 276,211 388,201
Intangible assets 120,165 130,837
$ 1,428,036 $1,407,425
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 636,254 $ 196,686
Bridge Loan 540,000 --
Customer deposit 310,481 --
Notes payable 225,000 --
Accrued payroll and benefits 145,139 110,967
Accrued liabilities 92,720 67,665
Interest payable 24,849 --
Total current liabilities 1,974,443 375,318
Commitments (Note 9):
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,
1997 and 1996; redeemable at $.01
per share (Notes 10 and 11) -- --
Shareholders' equity (deficit):
Preferred stock, no par value
--5,000,000 shares authorized; none
issued and outstanding at December 31,
1997 and 1996 -- --
Class A common stock, no par value
--20,000,000 shares authorized;
2,149,155 shares issued and outstand-
ing at December 31, 1997 and 1996 8,353,737 8,812,701
Class B common stock, no par value
--2,600,000 shares authorized;
707,276 shares issued and
outstanding at December 31,
1997 and 1996 4,559,956 4,100,992
Accumulated deficit (13,460,100)(11,881,586)
Total shareholders' equity(deficit) (546,407) 1,032,107
$ 1,428,036 $ 1,407,425
<PAGE>
SEPRAGEN CORPORATION DRAFT 3/31/98
STATEMENTS OF OPERATIONS
for the years ended December 31, 1997 and 1996
For the Years
Ended December 31,
1997 1996
Revenues:
Net sales $ 1,619,623 $1,002,562
Costs and expenses:
Cost of goods sold 892,225 840,593
Selling, general, and
administrative 1,504,481 2,344,273
Research and development 861,455 1,487,231
Total costs and expenses 3,258,161 4,672,097
Loss from operations (1,638,538) (3,669,535)
Interest income
and other, net 60,024 90,486
Net loss $(1,578,514) $(3,579,049)
Net loss per common and common
equivalent share (Note 1) $ (0.55) $ (1.25)
Weighted average shares
outstanding (Note 1) 2,856,431 2,856,431
<PAGE>
DRAFT 3/31/98
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.
Percentage Year to Year
Relationship
to Revenues
Increase(Decrease)
Percentage
% of % of Year Year
Revenues Revs Ended Ended
Account Name 1997 1996 1997 1996
Revenues 100% 100% 62% (4)%
Cost and Expenses
Cost of goods sold
Selling, general and 55% 84% 6% (23)%
administrative 93% 234% (36)% 3%
Research and
development 53% 148% (42)% 38%
Total costs and
expenses 201% 466% (30)% 16%
Loss from operations (101)% (366)% (55)% 22%
Interest income
and other, net 4% 9% (34)% 59%
Net loss (97)% (357)% (56)% 23%
