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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 / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: December 31, 1999
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/ / 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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READ INSTRUCTION (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.
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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
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Full Name of Registrant
Medical Device Alliance Inc.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
5851 West Charleston
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City, State and Zip Code
Las Vegas, Nevada 89146
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)
/X/ (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 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 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
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/ / (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, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
As previously reported on Form 8-K, the District Court of Clark
County, Nevada (the "COURT") appointed George C. Swarts as receiver (the
"RECEIVER") over all of the day-to-day administration and management of the
Company and its assets. Although the Receiver engaged BDO Seidman, LLP (its
"AUDITORS") as its new outside auditors on October 26, 1999, as a result of
on-going complications related to the Receivership, and on-going constraints
on the Company's financial resources which prevented the Company from paying
its Auditors current until recently, the Company has not been able to
complete the preparation of its financial statements for the years ended
December 31, 1998 and December 31, 1999, and for the interim periods ended
March 31, June 30, and September 30, 1999, or to complete the audit of its
year end 1998 and 1999 financial statements. While the Company has engaged
and now recommenced payments to its Auditors to enable them to resume work on
the respective audit(s), until it can complete the preparation and audit of
its financial statements, the Company will continue to be unable to file its
Form 10-KSBs and Form 10-QSBs for such respective periods, and will
therefore remain in non-compliance with its reporting obligations under the
Exchange Act. The Company intends to work diligently with its Auditors to
finalize its financial statements and complete the year end audits as soon as
reasonably practicable, however, given its current financial and other
constraints, combined with the inability to predict the results of the
Receiver's on-going diligence investigation, the Company is unable at this
time to determine with any degree of certainty when it expects to be in full
compliance with its reporting obligations under the Exchange Act.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George C. Swarts (702) 870-8663
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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 report(s) been filed?
If answer is no, identify report(s).
/ / Yes /x/ 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
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MEDICAL DEVICE ALLIANCE INC - NT 10-K - NOTIFICATION OF LATE FILING
DATE FILED:
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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.
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MEDICAL DEVICE ALLIANCE 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: March 31, 2000 By: /s/ George C. Swarts
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