(Check one): | UNITED STATES | |||
x Form 10-K | SECURITIES AND EXCHANGE COMMISSION | |||
¨ Form 20-F | Washington, D.C. 20549 | |||
¨ Form 11-K | ||||
¨ Form 10-Q | FORM 12b-25 | SEC File Number: 001-31982 | ||
¨ Form 10-D | CUSIP Number: 78402X107 | |||
¨ Form N-SAR | NOTIFICATION OF LATE FILING | |||
¨ Form N-CSR |
For Period Ended: December 31, 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: |
Read Instruction (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
SCOLR Pharma, Inc.
Full Name of Registrant
SCOLR, Inc.
Former Name if Applicable
3625 132nd Avenue SE, Suite 400
Address of Principal Executive Office (Street and Number)
Bellevue, Washington 98006
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)
(a) | The reason 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, 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 | ||
(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. (Attach extra Sheets if Needed)
The Registrant is unable, without unreasonable effort and expense, to file its Annual Report on Form 10-K for fiscal 2005 on March 16, 2006, because, after consultation with its independent registered public accountants, the Registrant is considering the accounting treatment and classification of equity instruments issued in connection with its private placements on February 24, 2004, and February 8, 2005.
The Registrant will file its Annual Report on Form 10-K for fiscal 2005 as soon as possible, but in no event later than 15 calendar days from March 16, 2006.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Daniel O. Wilds, Chief Executive Officer (Name) | (425) (Area Code) | 373-0171 (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). 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.
As noted above, the investigation is in its early stages and no determination has been made as to whether it will result in any impact on the Company’s financial statements.
SCOLR Pharma, 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 March 17, 2006 | By | /s/ Daniel O. Wilds | ||
Daniel O. Wilds | ||||
Chief Executive Officer |
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