UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
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[ ] 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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
VASO ACTIVE PHARMACEUTICALS, INC.
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Full Name of Registrant
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Former Name of Applicable
99 ROSEWOOD DRIVE, SUITE 260
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Address of Principal Executive Office (STREET AND NUMBER)
DANVERS, MA 01923
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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
(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
[X] 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 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.
The Registrant is engaged in negotiations to obtain financing in order to
provide important funds to the Registrant. The Registrant is uncertain when or
whether it will complete this financing. As a result of demands on management in
connection with the possible financing, the Registrant was unable to complete
its Form 10-KSB on or before March 31, 2006. The Registrant expects to file its
Form 10-KSB by April 14, 2006.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Frattaroli 978 750-1991
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(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 reports(s).
Yes [X] 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?
Yes [X] 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 a significant change in the results of
operations between the year ended December 31, 2005 and the year ended December
31, 2004 will be reflected by the earnings statements to be included in its
10-KSB for the year ended December 31, 2005.
The Registrant reported a loss of $4,493,321 for the year ended December 31,
2004. It anticipates a loss of approximately $4.5 million for the year ended
December 31, 2005. Although the net difference is not significant, there are
significant differences in the components of the loss.
More specifically, during the year ended December 31, 2005 the Registrant
recorded a charge for litigation settlement in the amount of $885,000 in
connection with settlement of a class action lawsuit and several derivative
actions, and interest expense of approximately $290,000 in connection with an
August 2005 financing. There were no charges for litigation settlement and
interest expense for the year ended December 31, 2004.
In addition for the year ended December 31, 2004, the Registrant recorded a
charge for selling, general and administrative costs in the amount of
$3,796,351. For the year ended December 31, 2005 the Registrant expects those
costs to have a net decrease of approximately $1.2 million. The decrease is
primarily related to a non-recurring charge of approximately $615,000 taken for
the year ended December 31, 2004 in connection with the unwinding of a March
2004 private placement transaction, and from lower legal fees for the year ended
December 31, 2005 compared to the year ended December 31, 2004.
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Vaso Active Pharmaceuticals, Inc.
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(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, 2006 By: /s/ Joseph Frattaroli
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Acting Chief Executive Officer, Chief
Financial Officer