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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 April 30, 1997
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__ 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:
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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:
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PART I--REGISTRANT INFORMATION
Full Name of Registrant: EMBRYO DEVELOPMENT CORPORATION
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Address of Principal Executive Office (Street and Number):
750 LEXINGTON AVENUE, SUITE 2750, NEW YORK, NEW YORK 10022
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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/
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(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 compile the requisite financial data
necessary to enable it to have to have sufficient time to complete the Company's
financial statements by July 29, 1997, which is the required filing date for the
Company's annual report on Form 10-KSB, without unreasonable effort and expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Matthew Harriton 212 355-8484
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(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
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(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
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The registrant estimates that the net loss for the year ended
April 30, 1997 will be approximately $1,910,000, as compared to a net
loss of approximately $1,140,000 for the year ended April 30, 1996.
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EMBRYO DEVELOPMENT CORPORATION
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(Name of Registrant as Specified In Charter)
has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized
Dated: July 28, 1997 EMBRYO DEVELOPMENT CORPORATION
By: /s/ Matthew L. Harriton
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Matthew L. Harriton
Chief Executive Officer
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.
