UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER: 0-21615
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-QSB
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: March 31, 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: ___________________
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
Full Name of Registrant: PRESSURE BIOSCIENCES, INC.
Former Name if Applicable_____________________________________________
Address of Principal Executive Office (Street and Number): 321 MANLEY STREET
City, State and Zip Code: WEST BRIDGEWATER, MA 02379
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 Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar
[X] day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-QSB 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.
THE COMPANY IS UNABLE TO FILE ITS QUARTERLY REPORT ON FORM 10-QSB FOR THE
FISCAL QUARTER ENDED MARCH 31, 2006 WITHIN THE PRESCRIBED TIME PERIOD BECAUSE
THE COMPANY DOES NOT HAVE ALL OF THE INFORMATION NECESSARY TO COMPLETE ITS
FINANCIAL STATEMENTS FOR THE QUARTERLY REPORT.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
RICHARD T. SCHUMACHER 508 580-1818
(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).
|X|Yes |_|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?
|X|Yes |_|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 COMPANY ANTICIPATES THAT TOTAL REVENUE REPORTED FOR THE FISCAL QUARTER ENDED
MARCH 31, 2006 WILL BE APPROXIMATELY $53,000 COMPARED TO TOTAL REVENUE OF
APPROXIMATELY $2,600 FOR THE SAME PERIOD IN THE PRIOR YEAR. TOTAL OPERATING
COSTS AND EXPENSES FOR THE FISCAL QUARTER ENDED MARCH 31, 2006 WILL BE
APPROXIMATELY $1,067,000 COMPARED TO TOTAL OPERATING COSTS AND EXPENSES OF
APPROXIMATELY $434,000 FOR THE SAME PERIOD IN THE PRIOR YEAR. TOTAL OPERATING
COSTS AND EXPENSES CONSIST OF COST OF PCT PRODUCTS AND SERVICES, RESEARCH AND
DEVELOPMENT, SELLING AND MARKETING, AND GENERAL AND ADMINISTRATIVE COSTS AND
EXPENSES. ALL COMPONENTS OF TOTAL OPERATING COSTS AND EXPENSES INCREASED FROM
THE FISCAL QUARTER ENDED MARCH 31, 2005 COMPARED TO THE FISCAL QUARTER ENDED
MARCH 31, 2006. THE COMPANY THEREFORE ANTICIPATES REPORTING AN OPERATING LOSS
FROM CONTINUING OPERATIONS OF APPROXIMATELY $(1,014,000) FOR THE FISCAL QUARTER
ENDED MARCH 31, 2006 COMPARED TO $(431,000) FOR THE SAME PERIOD IN THE PRIOR
YEAR. THE COMPANY ALSO ANTICIPATES THAT TOTAL OTHER INCOME (EXPENSE) WILL
INCREASE TO APPROXIMATELY $626,000 FOR THE FISCAL QUARTER ENDED MARCH 31, 2006
COMPARED TO $(156,000) FOR THE SAME PERIOD IN THE PRIOR YEAR PRIMARILY BECAUSE
OF A GAIN RECORDED ON THE SALE OF 57,900 SHARES OF PANACOS PHARMACEUTICALS'
SHARES BEING HELD AS AVAILABLE FOR SALE AND AN INCREASE IN INTEREST INCOME.
ADDITIONALLY, DURING THE FISCAL QUARTER ENDED MARCH 31, 2006, THE COMPANY
RECOGNIZED NO CHARGE RELATED TO OTHER OPERATING (CHARGES), NET, COMPARED TO A
CHARGE OF $(235,000) IN THE QUARTER ENDED MARCH 31, 2005.
BASED UPON THE FOREGOING, THE COMPANY ANTICIPATES THAT INCOME (LOSS) FROM
CONTINUING OPERATIONS BEFORE INCOME TAXES FOR THE FISCAL QUARTER ENDED MARCH 31,
2006 WILL BE APPROXIMATELY $(387,500) COMPARED TO $(587,000) FOR THE SAME PERIOD
IN THE PRIOR YEAR.
SINCE THE COMPANY DOES NOT HAVE ALL OF THE INFORMATION NECESSARY TO COMPLETE ITS
FINANCIAL STATEMENTS, IT IS UNABLE TO ANTICIPATE THE AMOUNTS TO BE REPORTED AS
DISCONTINUED OPERATIONS, AND IS THEREFORE ALSO UNABLE TO ANTICIPATE THE AMOUNTS
TO BE REPORTED AS NET (LOSS).
PRESSURE BIOSCIENCES, 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: MAY 16, 2006 By: /s/ Richard T. Schumacher
--------------------------------
Name: Richard T. Schumacher
Title: President and Chief Executive Officer