UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-28154
FORM 10-KSB CUSIP NUMBER
828851 10 5
For Period Ended: December 31, 1996
[Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.]
PART I - REGISTRANT INFORMATION
SIMPLEX MEDICAL SYSTEMS, INC.
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Full Name of Registrant
MUSIC TONES LTD.
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Former Name if Applicable
430 Ansin Boulevard, Suite G
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Address of Principal Executive Office (Street and Number)
Hallandale, Florida 33009
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City, State and Zip Code
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-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
[X] prescribed due date; or the subject quarterly report of 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 has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On March 5, 1997, the Registrant completed the acquisition of 100% of the
outstanding common stock of Simplex Medical Systems, Inc. ("Simplex") in
exchange for 3,453,000 shares of its common stock, pursuant to a Share
Exchange Agreement between the Registrant and Simplex. This transaction was
reported by the Registrant by a Current Report on Form 8-K, filed with the
Commission on March 17, 1997. A copy of the Share Exchange Agreement was
filed as an Exhibit to the Form 8-K.
As a result of the above described transaction, certain narrative and financial
information must be revised in the Registrant's Form 10-KSB. The Registrant has
had insufficient time to prepare such revisions in order to files its Form
10-KSB in a timely manner by the current due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jon D. Sawyer 303/893-2300
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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? [ ]Yes [X]No
If so, attach an explanation of the anticipated change, both narratively
and qualitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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MUSIC TONES LTD.
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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.
MUSIC TONES LTD.
Date: March 31, 1997 By /s/ Nicholas G. Levandoski
Nicholas G. Levandoski, PhD
Director
[ATTENTION: Intentional misstatements of omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).]
