UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [_] Form 10-K [_] Form 20F [_] Form 11-K [X] Form 10-Q [_] Form N-SAR For Period Ended: January 31, 2002 [ ] 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: ___________________ 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 Full name of registrant: Alfacell Corporation - -------------------------------------------------------------------------------- Former name if applicable: - -------------------------------------------------------------------------------- Address of principal executive office (Street and number): 225 Belleville Avenue - -------------------------------------------------------------------------------- City, state and zip code: Bloomfield, New Jersey 07003 - -------------------------------------------------------------------------------- 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) (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, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before [X] the fifteenth calendar day following the prescribed due date; or the subject quarterly report of 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period. Additional time is needed by the Company to compile financial information required by the Form 10-Q because the Company is in the process of issuing a private placement and such information could not be compiled prior to March 18, 2002 without unreasonable effort or expense. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Kuslima Shogen (973) 748-8082 -------------------------------- ------------------------------ (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 proceeding 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). Yes [X] 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 [_] No [X] 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. - -------------------------------------------------------------------------------- Alfacell 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 19, 2002 By /s/ Kuslima Shogen, Chief Executive Officer -------------- ----------------------------------------------------- 2