UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2008
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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. |
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| 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:
PART I - REGISTRANT INFORMATION
ALLIANCE PHARMACEUTICAL CORP.
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Full Name of Registrant:
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Former Name if Applicable
7590 Fay Avenue, Suite 402
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Address of Principal Executive Office (Street and Number)
La Jolla, CA 92037
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City, State, 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 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
XX filed on or before 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 or portion thereof could not be filed
within the prescribed time period.
The registrant is unable to file its annual report on Form 10-K for the year
ended June 30, 2008 within the prescribed time period because the registrant's
management team needs additional time to complete its procedures with respect to
its financial statements for the year ended June 30, 2008, and certain other
disclosures in the report. The registrant expects to file the Form 10-K report
on or before October 15, 2008. The registrant expects that its principal
independent registered public accounting firm will include an explanatory
paragraph in its report with respect to the registrant's financial statements
for the year ended June 30, 2008 expressing substantial doubt about the ability
of the registrant to continue as a going concern. The report of the registrant's
independent registered public accounting firm for the year ended June 30, 2007
contained a similar explanatory paragraph.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jack DeFranco 858 410-5200
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(Name) (Area Code) (Telephone No.)
(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 the
answer is no, identify report(s). *
[X]Yes [ ]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
* Excludes filings on Form 8-K as provided in Rule 144(c)(1) under the
Securities Act of 1933, as amended.
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.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS SET FORTH IN
THIS FORM 12B-25 ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
STATEMENTS MADE HEREIN REGARDING THE EXPECTED FILING DATE OF OUR FORM 10-K ARE
SUBJECT TO THE SAFE HARBOR. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON
CURRENT INFORMATION AND EXPECTATIONS, AND INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO, THE COMPLETION OF OUR WORK ON THE
FORM 10-K AND THE PROCEDURES TO BE PERFORMED BY OUR PRINCIPAL AND FORMER
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS. THESE FORWARD-LOOKING STATEMENTS
SPEAK ONLY AS OF THE DATE HEREOF. WE DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE
THESE FORWARD-LOOKING STATEMENTS.
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Alliance Pharmaceutical Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 30, 2008 By: /s/ Jack DeFranco
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Jack DeFranco
Chief Operating Officer