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, 2006
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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: _____________________________
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
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
[X] 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 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 presentations and discussions with potential
investors in an attempt to obtain financing in order to provide important funds
to the Registrant. Without these funds, the Registrant will be unable to pay
approximately $2.5 million due to holders of notes issued in 2005 and due May 1,
2007. The Registrant is uncertain whether it will obtain any financing. If it is
unable to obtain new financing, then the Registrant may be in default of the
obligations under such notes after May 1, 2007. The Registrant, if it is unable
to negotiate a forbearance, extension, or other arrangement, may be forced to
seek relief from its creditors in bankruptcy, or the holders of such notes might
seek to liquidate the Registrant or have it declared insolvent. As a result of
the demands on management in connection with the possible financing, the
Registrant was unable to complete its Form 10-KSB on or before April 2, 2007.
The Registrant expects to file its Form 10-KSB by April 17, 2007.
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 [ ]
(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, 2006 and
the year ended December 31, 2005 will be reflected by the earnings statements to
be included in its 10-KSB for the year ended December 31, 2006.
The Registrant reported a loss of $4,465,219 for the year ended December 31,
2005. It anticipates a loss of approximately $2.8 million for the year ended
December 31, 2006. This approximately $1.7 million decrease in loss is comprised
of decreases in Marketing, advertising and promotion; Selling, general and
administrative costs; Research and development costs; and Legal settlement
expenses of approximately $243,000, $737,000, $338,000 and $885,000
respectively. These decreased costs were partially offset by an increase in
Interest expense of approximately $491,000. The decreases in expenses were due
primarily to decreased budgets brought about by constraints in the working
capital of the Registrant during 2006. The increased interest was due to
recording a full year interest charge in 2006 on Senior Secured Convertible
notes issued in August 2005.
The anticipated loss of approximately $2.8 million for 2006 includes a charge of
approximately $250,000 in connection with the adoption of Statement of Financial
Accounting Standards No. 123(R) "Share Based Payments" ("SFAS 123(R)") beginning
January 1, 2006 under the modified prospective transition method effective.
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 APRIL 3, 2007 BY: /S/ JOSEPH FRATTAROLI
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ACTING CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER