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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-9431
(Check one)
/X/Form 10-K and Form 10-KSB / / Form 11-K
/ /Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For period ended March 31, 1997.
/ /Transition Report on Form 10-K and Form 10-KSB
/ /Transition Report on Form 20-F
/ /Transition Report on Form 11-K
/ /Transition Report on Form 10-Q and Form 10-QSB
/ /Transition Report on Form N-SAR
For the transition period ended___________________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
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: ESCAgenetics Corporation
Former name if applicable: Escagen Corporation
Address of principal executive office (STREET AND NUMBER)
Suite 605, 1075 Bellevue Way NE
City, State and Zip Code: Bellevue, WA 98004
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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;
/X/(b) The subject annual report, semi-annual report, transition report
on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, 10-QSB, 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 Forms 10-K, 10-KSB, 11 K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Form 10-KSB could not be filed within the prescribed time
period due to a lack of manpower and unanticipated delays in completion of
the Registrant's audit.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Michelle Kline (425) 901-3595
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
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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).
/ /Yes /X/No
Form 10-KSB for the year ended March 31, 1996, and Form 10-QSB for the
quarter ended June 30, 1996, were not filed.
(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
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.
Paragraph 36 of AICPA Statement of Position 90-7 requires that the
Registrant use "fresh start" reporting in connection with its bankruptcy
filing and GFL Ultra Fund, Ltd.'s acquisition of 90% of the Registrant's
outstanding shares of common stock. The Registrant's balance sheet as of
August 22, 1996, the effective date of the Third Amended Plan of
Reorganization, has been adjusted to reflect the current value of the Company
as of that date. Fresh start reporting requires that purchase accounting
principles be applied. This means that the operating statements of the "old"
company are not to be included in the financial statements of the "new"
company; that the "purchase price" (current value) must be allocated to the
assets acquired and the liabilities assumed; and that retained earnings are
fixed at zero.
For further discussion, see the discussion in fresh start reporting in
Registrant's Form 10-QSB for the quarter ended December 31, 1996.
ESCAgenetics Corporation
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 1, 1997
/s/ Michelle Kline
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By Michelle Kline, President
