NT 10-K 1 dnt10k.htm NOTIFICATION OF LATE FILING Notification of Late Filing

(Check One)

    x  Form 10-K and

            Form 10-KSB

    ¨  Form 11-K

    ¨  Form 20-F

    ¨  Form 10-Q and

            Form 10-QSB

    ¨  Form N-SAR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number: 33-8067-NY

 
   
   
   
   
   
   

 

  For Period Ended: June 30, 2006
  ¨  Transition Report on Form 10-K and Form 10-KSB
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q and Form 10-QSB
  ¨  Transition Report on Form N-SAR
 

For Transition Period Ended:

 

Read Attached Instruction Sheet 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

Full Name of Registrant:

The Center for Wound Healing, Inc.


Former Name if Applicable:

N/A


Address of Principal Executive Office (Street and Number):

517 Route 1 South, Suite 3060,


City, State and Zip Code:

Iselin, NJ 08830


 


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)

 

x

  (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

x

  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountants 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 Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. (Attach extra sheets if needed.)

Registrant has been unable to complete its Form 10-KSB for the year ended June 30, 2006, within the prescribed time because of delays in completing the preparation of its financial statements and its management discussion and analysis. Such delays are primarily due to Registrant’s management’s dedication of such management’s time to business matters and recent acquisitions. This has taken a significant amount of management’s time away from the preparation of the Form 10-KSB and delayed the preparation of the audited financial statements for the year ended June 30, 2006.

 


PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Joseph I. Emas

(Name)

    

    (305)    

(Area Code)

  

531-1174

(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 the 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.

On October 28, 2005, the Company finalized an Agreement and Plan of Reorganization with American Hyperbaric, Inc., a copy of which was attached as Item 10 to our quarterly report on Form 10-QSB/A, filed on November 1, 2005. American Hyperbaric, Inc. develops and manages comprehensive wound care centers, which are marketed as “THE CENTER FOR WOUND HEALINGSM” (TCFWH) throughout the country. These centers include the specialized service of hyperbaric medicine. On February 15, 2006, as reported in the Schedule 14C as filed with the Securities and Exchange Commission on December 20, 2005, our name was changed to The Center For Wound Healing, Inc. and our 1-for-10 reverse stock split of our issued and outstanding Common Stock was effective.

On April 7, 2006, the Company, pursuant to a Contribution Agreement between the Company, Dr. John Capotorto and Dr. Phillip Forman and The Elise Trust and certain related entities, (the “Contribution Agreement”), completed its acquisition of all or substantially all of the Member Interests of certain limited liability companies listed in the Contribution Agreement. Also, effective April 7, 2006, the Company closed on a financing transaction with a group of private investors (“Investors”) of $5,500,000.

On June 16, 2006, The Center For Wound Healing, Inc. (the “Company”), executed the First Amended and Restated Contribution Agreement between the Company, Joel Macher, Alan Richer and Briantree Hyperbaric, LLC, (the “Contribution Agreement”), to acquire all of the Member Interests of the Far Rockaway Hyperbaric LLC, effective June 1, 2006.

Our audited financial statements for the year ended June 30, 2006 will incorporate the above events in the audited financial statements and in the notes to the audited financial statements.

 


 

THE CENTER FOR WOUND HEALING, INC.


(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 28, 2006

 

  THE CENTER FOR WOUND HEALING, INC.
  By:  

/s/ Phillip Forman

  Name:   Phillip Forman
  Title:   Chief Executive Officer