MANHATTAN SCIENTIFICS INC
NT 10-K, 2000-03-30
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                              COMMISSION FILE NUMBER: 000-28411


                           NOTIFICATION OF LATE FILING

(Check One):    [X]Form 10-K            [_]Form 11-K            [_]Form 20-F
                [_]Form 10-Q            [_]Form N-SAR

   For Period Ended:   December 31, 1999

  |_| Transition Report on Form 10-K      |_| Transition Report on Form 10-Q
  |_| Transition  Report on Form 20-F     |_|  Transition  Report on Form  N-SAR
  |_| Transition Report on Form 11-K

   For the Transition Period Ended:____________________________

   Read attached instruction 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 related to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


- -------------------------------------------------------------------------


                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant         MANHATTAN SCIENTIFICS, INC.

Former name if applicable

Address of principal executive office (Street and number)

                             641 Fifth Avenue, Suite 36F

City, state and zip code     New York, New York 10022


                                     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 appropriate box)

   |_|  (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, Form 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 12-b-
        25(c) has been attached if applicable.


<PAGE>



                                    PART III

                                    NARRATIVE

   State below in  reasonable  detail the reasons  why Forms 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

   The  Registrant  filed a Form 10-SB on  December  8, 1999 and  amendments  in
response to SEC comments on December  27,  1999,  February 9, 2000 and March 29,
2000.  The  Registrant's  Annual  Report on Form 10-K cannot be filed within the
prescribed time as a result of the Registrant's attempt to make the disclosures,
both  accounting  and  otherwise,  consistent  and in compliance  with the SEC's
comments  to  the  Registrant's  Form  10-SB,  as  amended.   Accordingly,   the
Registrant's  Form 10-K could not be filed  within the  prescribed  time and the
Registrant  seeks relief  pursuant to Rule 12b-25(b) of the Securities  Exchange
Act of 1934.

                                     PART IV

                                OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification.

               Marvin Maslow         212             752-0505
      -------------------------------------------------------------------
                  (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).

                               [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
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                           MANHATTAN SCIENTIFICS, INC.
                 ----------------------------------------------
                  (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 30, 2000          By: /s/Marvin Maslow
                                            ---------------------------------
                                            Marvin Maslow
                                            President, Chief Executive Officer,
                                            Chairman of the Board

   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 representative's authority to
sign on behalf of the registrant shall be filed with the form.


<PAGE>


                                    ATTENTION

     Intentional  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  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,  DC 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 the 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 not been correctly  furnished.  The form
shall be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulations S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T.



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