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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 001-7062
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NOTIFICATION OF LATE FILING
(Check One): X Form 10-K Form 11-K Form 20-F Form 10-Q
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Form N-SAR
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For Period Ended: January 31, 1999
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___ 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:
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Read attached instruction sheet 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 INNSUITES HOSPITALITY TRUST
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Former name if applicable
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Address of principal executive office (Street and number)
INNSUITES HOTELS CENTRE, 1625 E. NORTHERN AVENUE, SUITE 201
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City, state and zip code PHOENIX, AZ 85020
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PART II
RULE 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, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the prescribed due date, or the subject
X 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
State below in reasonable detail the reasons why Form 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.)
SEE ATTACHED SHEET.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James B. Aronoff, Esq. (216) 566-5504
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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 the 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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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.
INNSUITES HOSPITALITY TRUST
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 4, 1999 By /s/ James F. Wirth
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James F. Wirth, Chairman, President
and 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
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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PART III
Arthur Andersen LLP, the principal independent auditors of InnSuites Hospitality
Trust (the "Trust"), resigned effective March 18, 1999. On April 16, 1999, the
Trust and KPMG LLP signed a letter of engagement whereby KPMG LLP agreed to
perform an audit of the Trust for the fiscal year ended January 31, 1999 and
thereafter to continue as the principal independent auditors of the Trust and
its affiliates.
The Trust respectfully represents that due to the resignation of its principal
independent auditors and the subsequent engagement of KPMG LLP on April 16, 1999
(only 17 days prior to the due date for its Form 10-K), the Trust is unable to
timely file its Annual Report on Form 10-K for the fiscal year ending January
31, 1999 without unreasonable effort or expense prior to the May 3, 1999 due
date.
As required by Exchange Act Rule 12b-25(c), also attached as an exhibit to this
notification is a statement signed on behalf of the Trust's principal
independent auditors confirming the reasons for the above described delay.
The Trust represents that its Annual Report on Form 10-K will be filed no later
than the fifteenth calendar day following the prescribed due date of May 3,
1999.
PART IV (3)
The Trust's financial results for the fiscal year ended January 31, 1999 are
anticipated to improve as compared to those reported on its Annual Report on
Form 10-K for the fiscal year ended January 31, 1998. The Trust currently
estimates that Net Income Applicable To Common Shares will improve from
$(573,509) to $250,000 for the fiscal years ended January 31, 1998 and 1999
respectively, and Earnings Per Share will improve from $(.56) to $.09 for the
same respective periods. Whereas the January 31, 1998 annual financial results
reflect the Trust's winding-down of prior business operations to effectuate its
change in business focus to hotel lodging, the January 31, 1999 results reflect
the Trust's hotel lodging operations for an entire fiscal year.
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[KPMG Letterhead]
May 3, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Commission File Number 001-7062
Dear Sirs:
We have read the applicable section of the Form 12b-25 of InnSuites Hospitality
Trust and are in agreement with the statements made therein.
Very truly yours,
KPMG LLP
/s/ KPMG LLP
