FUTUREBIOTICS INC
NT 10-K, 1999-02-26
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

(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 November 30, 1998
                                   -----------------
                  __ 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 Instructions (on back page) 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: FUTUREBIOTICS, INC.
                         -------------------

Former Name of Registrant:
                          ------------------

Address of Principal Executive Office (Street and Number):

145 Ricefield Lane, Hauppauge, NY  11788
- ----------------------------------------






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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-25b, the following should
be completed. (Check box if appropriate): | X |

       (a)     The reasons described in reasonable detail in Part III of
               this form could not be eliminated without unreasonable effort
               or expenses; 

       (b)     The subject annual report, semi-annual report, transition report
               on Forms 10-K, 10-KSB, 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 or transition report on Forms 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 the Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period. (Attach Extra Sheets if Needed)

         The Company has not been able to finalize the financial statements for
the Company's Annual Report on Form 10-K by March 1, 1999, the required filing
date, without unreasonable effort.

PART IV--OTHER INFORMATION

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

  Reginald Spinello          (516)                  273-2630
  -----------------       -----------          -----------------
         (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 reports)
         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?     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.



<PAGE>




                              FUTUREBIOTICS, INC.
                              -------------------
                  (Name of Registrant as Specified In Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereto duly authorized

Dated: February 26, 1999                   FUTUREBIOTICS, INC.


                                           By: /s/ Reginald Spinello
                                               -----------------------------
                                                Reginald Spinello, President


INSTRUCTION: The form may be signed by an executive officer of the registrant
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 representatives's authority
to sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION
         Intention misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.       This form is required by Rule 12b-25 (17 CFR 240.12b-25 of the General
         Rules and Regulations under the Securities Exchange Act of 1934.

2.       One signed original and four conformed copies of this form and
         amendments thereto must be completed and filed with the Securities and
         Exchange Commission, Washington, D.C. 20549, in accordance with Rule
         0-3 of the General Rules and Regulations under the Act. The
         information contained in or filed with the form will be made a matter
         of public record in the Commission files.

3.       A manually signed copy of the form and amendments thereto shall be
         filed with each national securities exchange on which any class of
         securities of the registrant is registered.

4.       Amendments to the notifications must also be filed on form 12b-25 but
         need not restate information that has been correctly furnished. The
         form shall be clearly identified as an amendment notification.



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