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

MAI SYSTEMS CORPORATION

Full Name of Registrant

not applicable.

Former Name if Applicable

26110 Enterprise Way

Address of Principal Executive Office (Street and Number)

Lake Forest, Irvine, California 92630

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)

PART III — NARRATIVE

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

 

(Attach extra Sheets if Needed)

 

The Company's Form 10-K has not been filed with the Commission within the prescribed time period (by March 31, 2005) for the following reasons which were outside the Company's control and which could not have been avoided without unreasonable effort or expense:

 

The Company filed a Schedule 13e-3 and Preliminary Information Statement with the Commission on December 16, 2004 for the purpose of implementing a 1:150 reverse stock split and reducing its number of shareholders below 300.  The Company used its best efforts to secure effectiveness of these documents in a timely manner to allow it to become a non-reporting company so that a Form 10-K would not be required for the period ending December 31, 2004.  In each case when the Commission Staff issued its comment letter the Company filed its responsive documents on a timely basis.  Despite its best efforts the Company was not able to satisfy all outstanding Staff concerns by March 31, 2005 and must now complete an audit for fiscal year 2004 and file its Form 10-K.  The Company’s best estimate for when its Form 10-K will be filed is April 15, 2005.

 

SEC 1344 (07-03)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	James W. Dolan		(949)		598-6404
	(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).
ý Yes						o 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?
o Yes						ý 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.

 

 

MAI SYSTEMS CORPORATION
(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, 2005		By	/s/	William Brian Kretzmer
					William Brian Kretzmer
					President and Chief Executive Officer
Date	March 31, 2005		By	/s/	James W. Dolan
					James W. Dolan
					Chief Financial and Operating 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.