U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: September 30, 2005
|_| 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:
================================================================================
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:
--------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
--------------------------------------------------------------------------------
NUWAY MEDICAL, INC.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
2603 MAIN STREET, SUITE 1155
--------------------------------------------------------------------------------
Address of Principal Executive
Office (Street and Number)
IRVINE, CA 92614
--------------------------------------------------------------------------------
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)
|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, 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 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, 20-F, 11-K, Form 10-Q and Form 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period. (Attach
Extra Sheets if Needed)
The Company's resources are limited, including the personnel available to
analyze and interpret the historical accounting results. As such the Company
needs additional time to prepare its quarterly report.
--------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
--------------------------------------------------------------------------------
(1) Name and telephone number of person to contact to this notification
John R. Browning 949 833-8838
---------------------------------- ----------- ------------------
(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?
|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 anticipates that its net loss for the three-month period
ended September 30, 2005 will be approximately $415,000, compared to a net loss
of $168,000 for the three-month period ended September 30, 2004. This increase
in loss is attributable to increases in expenses during the three-month period
ended September 30, 2005, primarily increases in consulting expenses, legal
expenses and independent director compensation, partially offset by decreases in
salary and payroll-related expenses and the reversal of an accrued liability in
the prior period.
The Registrant anticipates that its net loss for the nine-month period
ended September 30, 2005 will be approximately $888,000, compared to a net loss
of $967,000 for the nine-month period ended September 30, 2004. This decrease in
loss is attributable to decreases in expenses during the nine-month period ended
September 30, 2005, primarily decreases in salary and payroll-related expenses,
legal expenses, settlement charges and the reversal of an accrued liability in
the prior period, partially offset by increases in consulting expenses and
independent director compensation.
================================================================================
NUWAY MEDICAL, 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: November 15, 2005 By: /s/ Dennis Calvert
---------------------- ------------------------------------
Name: Dennis Calvert
Title: President