---------------------
OBM APPROVAL
UNITED STATES ---------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058
Washington, DC 20549 Expires:April 30, 2009
Estimated average
FORM 12b-25 burden
hours per response2.50
---------------------
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-51546
---------------------
CUSIP NUMBER
00516Q 20 8
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: June 30, 2006
[_] 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 Ad.Venture Partners, Inc.
- --------------------------------------------------------------------------------
(Full Name of Registrant)
N/A
- --------------------------------------------------------------------------------
(Former Name if Applicable)
360 Madison Avenue, 21st Floor
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, NY 10017
- --------------------------------------------------------------------------------
(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 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 Form N-SAR or Form N-CSR, or portion
thereof,
|X| 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 the reasons 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.
In response to recent comments made by the Securities and Exchange Commission to
other similar blank check companies, we are reexamining the classification of
the warrants issued as part of the units sold in our initial public offering and
the unit purchase option issued to the underwriters in our initial public
offering under Emerging Issues Task Force No. 00-19 "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock" ("EITF 00-19"). As a result, we have been unable to complete our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 within the
prescribed timeframe.
(Attach extra Sheets if Needed)
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ilan Slasky 212 703-7241
--------------------- ---------------------- -------------------------------
(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 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 |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.
If we determine that the warrants or the unit purchase option should be
reclassified as derivative liabilities, then we would expect that our
financial statements for the quarter ended June 30, 2006, to be reported in
the Quarterly Report on Form 10-Q to which this filing relates, would reflect
significant changes, including derivative liabilities in respect of those
securities and a gain or loss on derivative liabilities in our statement of
operations.
- --------------------------------------------------------------------------------
Ad.Venture Partners, 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 August 15, 2006 By /s/ Ilan M. Slasky
------------------------- --------------------------------
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.
ATTENTION
- --------------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
- --------------------------------------------------------------------------------