U.S. 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: December 31, 2004
[ ] 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
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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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
NUWAY MEDICAL, INC.
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Full Name of Registrant
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Former Name if Applicable
2603 MAIN STREET, SUITE 1150
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Address of Principal Executive
Office (Street and Number)
IRVINE, CA 92614
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
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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 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 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 or 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.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, Form 10-Q and Form 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period.
(Attach Extra Sheets if Needed)
The Registrant operated as a public shell during all of 2004 and
operations primarily consisted of the Registrant's president seeking funding,
maintaining the corporate entity, complying with the requirements of the
Securities Exchange Commission (the "SEC") and seeking merger and acquisition
candidates or new business opportunities. As a result, the Registrant did not
have sufficient funds to timely engage its auditors to conduct an audit of the
Registrant's financial statements in conjunction with the preparation of its
quarterly and annual reports. Management needs additional time to compile and
verify the information included in the annual report. The report will be filed
within fifteen days of the date the original report was due.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact to this notification
John Browning 949 770-8600
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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
(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.
The Registrant anticipates that its net loss for the fiscal year ended
December 31, 2004 will be approximately $1,194,000, compared to a net loss of
$7,622,000 for the fiscal year ended December 31, 2003. This decrease in loss is
attributable to significant decreases in expenses during 2004. Specifically, the
Registrant anticipates that selling, general and administrative expenses for the
twelve-month period ended December 31, 2004 will have decreased to approximately
$948,000, compared to $2,339,000 for the twelve-month period ended December 31,
2003. The Registrant further anticipates that interest expense for the
twelve-month period ended December 31, 2004 will have decreased to approximately
$251,000, compared to $345,000 for the twelve-month period ended December 31,
2003.
The decrease in expenses in the Registrant's Statements of Operations
is primarily attributable to the fact that in 2003 the Company had
extraordinarily high consulting and legal expenses, primarily attributable to
NASDAQ compliance issues (ii) a major shift in the Company's core business, and
(iii) numerous stock issuances to consultants, whereas in 2004 the Company
operated as a shell corporation with operations consisting of seeking funding,
maintaining the corporate entity, complying with the requirements of the SEC,
and seeking merger and acquisition candidates or new business opportunities.
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NUWAY MEDICAL, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 1, 2005 By: /s/Dennis Calvert
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Name: Dennis Calvert
Title: President