UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-26614
(Check One): [X] Form 10-K [] Form 10-KSB [] Form 20-F [] Form 11-K
[] Form 10-Q [ ] Form 10-QSB
[] Form N-SAR
For Period Ended: DECEMBER 31, 1998
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: Not applicable.
PART I - REGISTRANT INFORMATION
Full Name of Registrant: SOCRATES TECHNOLOGIES CORPORATION
Former Name if Applicable: MVSI,INC.
Address of Principal Executive Office (Street and Number, City, State
and Zip Code): 9301 PEPPERCORN PLACE, LARGO, MD 20774
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), 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
expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 10-KSB, Form 20-F, 11-K or Form
N-SAR, portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; and
[x] (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,
10-Q, N-SAR, Form 10-Q, Form 10-QSB or the transition report or portion
hereof, could not be filed within the prescribed time period.
The audit of the Registrant's financial statements will not be completed
on or before the date on which Registrant's Report on Form 10-K for the
transition period ended December 31, 1998 is required to be filed as a result of
delays due to changes in the Registrant's operations occurring late in the
filing period. The Company and its auditors are currently in the process of
completing such audit and we believe at this time that the work will be
completed, and its Report on Form 10-K will be filed, within the grace
period provided for under Rule 12b-25.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Paul W. Richter
General Counsel and Secretary,
(301) 925-2200
Facsimile: (301) 925-4150
(Name, Title, Area Code, Telephone Number)
(2) Have all other period 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? *PLEASE SEE BELOW
[] 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.
We are unable to quantify the significance of any anticipated changes in the
results of operations from the corresponding period for last fiscal year, as
our audit has not been completed.
SOCRATES TECHNOLOGIES CORPORATION
(Name of Registrant as Specified in Charter)
Socrates Technologies Corporation has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: March 31, 1998 By: /s/ Paul W. Richter, General Counsel
and Secretary
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
Exhibit: Accountant's Statement
[Grant Thornton Letterhead]
March 31, 1998
Mr. Paul Richter
General Counsel and Secretary
Socrates Technologies Corporation
9301 Peppercorn Place
Largo, MD 20774
Dear Mr. Richter:
In connection with your filing of Form 12b-25, I confirm that Grant Thornton
LLP has been engaged to audit the financial statements of Socrates
Technologies Corporation as of and for the three month transition period
ended December 31, 1998 and, as of this date, we have not completed our
audit.
Very truly yours,
/s/ Richard P. LaFleur
Richard P. LaFleur
Partner
