TABLE OF CONTENTS
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| | | SEC File Number: | | 001-32980 |
| | | CUSIP Number: | | 05569C105 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): | | þ Form 10-K | | o Form 20-F | | o Form 11-K | | o Form 10-Q | | o Form 10-D |
| | | o Form N-SAR | | o Form N-CSR | | | | | | |
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| | | For Period Ended: | | December 31, 2008 |
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| | | o Transition Report on Form 10-K | | |
| | | o Transition Report on Form 20-F | | |
| | | o Transition Report on Form 11-K | | |
| | | o Transition Report on Form 10-Q | | |
| | | o Transition Report on Form N-SAR | | |
| | | For the Transition Period Ended: | | |
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Read Instructions (on back page) 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:
PART I — REGISTRANT INFORMATION
BMP SUNSTONE CORPORATION
Full Name of Registrant
Former Name if Applicable
600 W. GERMANTOWN PIKE, SUITE 400
Address of Principal Executive Office (Street and Number)
PLYMOUTH MEETING, PENNSYLVANIA 19462
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)
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| þ | | | (a) | | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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| | | (b) | | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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| | | (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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The filing of the subject Form 10-K could not be accomplished by the filing date without unreasonable effort or expense because of delays in finalizing BMP Sunstone Corporation’s financial statements to incorporate the results of certain financings that were completed on March 16, 2009. The subject Form 10-K will be filed as soon as reasonably practicable and in no event later than the fifteenth calendar day following the prescribed due date.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
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| (1) | | Name and telephone number of person to contact in regard to this notification |
| | | Fred M. Powell | | (610) | | 940-1675 |
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| | | (Name) | | (Area Code) | | (Telephone Number) |
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| (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). |
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| | | | | | | þ Yes o 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? |
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| | | | | | | þYes o 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. |
During 2008, the Company acquired two subsidiaries Sunstone and Rongheng which expanded our revenues, operating performance and net assets. For the years ended December 31, 2008 and 2007, our revenues increased to $114.9 million for 2008 as compared to $31.0 million in 2007. In addition, our profits from operations for the year ended December 31, 2008 were $10.5 million as compared to a loss of $8.9 million. As of December 31, 2008 our net assets were $147.6 million as compared to $49.0 million as of December 31, 2008.
BMP SUNSTONE CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date | | March 17, 2009 | | | | By | | /s/ Fred M. Powell |
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| | | | | | | | | Fred M. Powell |
| | | | | | | | | 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.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
