Unassociated Document

 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     [] Form 10-Q
[ ] Form N-SAR     [ ] Form N-CSR

For Period Ended: December 31, 2010

 [X] 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: December 31, 2010

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

PROGRESSIVE CARE INC.
Full name of Registrant

N/A
Former Name if Applicable

901 N. Miami Beach Blvd.
Address of Principal Executive Office (Street and Number)

N. Miami Beach, FL 33162
City, State and Zip Code



 
 
 


PART II - RULE 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;
 [X]   (b) The subject annual report, semi-annual report, transition report on 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.
(Attach extra sheets if needed.)

The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such report no later than fifteen days after its original prescribed due date.

PART IV - OTHER INFORMATION

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

 
 Avraham A. Friedman       (305) 919-7399
  (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 the 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.

As reported in the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 27, 2010, on October 21, 2010, the Registrant acquired a privately held Florida corporation , which operates a retail pharmacy.  As reported in the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2011, on December 31, 2010, the Company entered into an Asset Transfer, Assignment and Assumption Agreement (the “Transfer Agreement”) with Futura Pictures, Inc. (“Futura”).  Pursuant to the Transfer Agreement, the Company transferred all of the assets and liabilities associated with its workforce training business to Futura in exchange for the assumption by Futura of certain liabilities associated with the Company’s workforce training business (the “Asset Transfer”).  Following the Asset Transfer, the Company’s primary business is the operation of a retail pharmacy.  As a result of the acquisition completed in October 2010 and the Asset Transfer, the Company expects to report net income for the year ended December 31, 2010 as compared to a net loss reported in the year ended May 31, 2010.

 
 
 

PROGRESSIVE CARE 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: March 31, 2011 
By:
/s/ Avraham A. Friedman  
    Avraham A. Friedman  
    Chief Executive Officer  
       


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.