MEDJET INC
NT 10-K, 1998-03-30
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                                               Commission File Number 001-11765

                                 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, 1997
                           -----------------------------------------------------
|_| 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 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:       N/A
                                                       -------------------------
- --------------------------------------------------------------------------------

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant     MEDJET INC.
                       ---------------------------------------------------------
Former name if applicable
  N/A
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
   1090 KING GEORGES POST ROAD, SUITE 301
- --------------------------------------------------------------------------------
City, State and Zip Code EDISON, NEW JERSEY  08837
                         -------------------------------------------------------

                                     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  appropriate  box.)

|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,  Form 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  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.

                                    PART III
                                    NARRATIVE

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


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<PAGE>

         The  Registrant  is  currently  engaged in a private  placement  of its
securities and such private  placement has required the efforts of management of
the  Registrant  responsible  for preparing and filing the  Registrant's  Annual
Report on Form  10-KSB for the year ended  December  31,  1997.  The  activities
undertaken by such persons are critical to the success of the private  placement
and will directly affect the Registrant's  ability to receive additional funding
necessary to pursue its business plans.  As a result,  the Registrant is unable,
without  unreasonable  effort and  expense,  to file its  Annual  Report on Form
10-KSB for the year ended December 31, 1997 within the prescribed period.

                                     PART IV
                                OTHER INFORMATION

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

            THOMAS M. HANDSCHIEGEL              (732)            738-3990
- --------------------------------------------------------------------------------
             (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

         (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,  a development stage company, has generated no revenues
since its inception in December  1993.  The  Registrant's  net loss for the year
ended  December 31, 1997 was  $2,578,448  as compared to a net loss for the year
ended December 31, 1996 of $1,273,977.  The Registrant's  accumulated deficit at
December 31, 1997 was $4,817,101.

                                   MEDJET INC.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)
has caused this notification  to  be  signed  on  its  behalf by the undersigned
thereunto duly authorized.

Date:          MARCH 30, 1998          By:   THOMAS M. HANDSCHIEGEL
       -----------------------------        ------------------------------------
                                       Name:  Thomas M. Handschiegel
                                       Title: Chief Financial 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).

                              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
<PAGE>


         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 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
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.


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