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OMB APPROVAL
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OMB Number: 3235-0058
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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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o
Form 10-K
o
Form 20-F
o
Form 11-K
þ
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
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For Period Ended:
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March 31, 2008
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For the Transition Period Ended:
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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
Feldman Mall Properties, Inc.
Full Name of Registrant
Former Name if Applicable
1010 Northern Boulevard, Suite 314
Address of Principal Executive Office
(Street and Number)
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)
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þ
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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(b)
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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 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
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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.
Feldman
Mall Properties, Inc. (the Company) requires additional
time to file its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008, to complete its normally required quarter-end
reporting requirements and initial assessment of the effectiveness of
its internal controls over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act. The Company intends to file
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2008, no later than the fifth calendar day following the filing
deadline.
The information provided herein may contain
forward-looking statements. Statements that are not historical facts,
including statements about the Companys beliefs and
expectations, are forward-looking statements. These statements are
based on beliefs and assumptions by the Companys management,
and on information currently available to such management. The
forward-looking statements are intended to be subject to the safe
harbor protection provided by Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements include statements
preceded by, followed by or that include the words intends,
believes and expects, or similar
expressions or future conditional verbs such as may or
will. Forward-looking statements speak only as of the
date they are made, and the Company undertakes no obligation to
update publicly any of them in light of new information or future
events. Forward-looking statements involve inherent risks and
uncertainties. Management cautions that a number of important factors
could cause actual results to differ materially from those contained
in any forward-looking statement. Examples of such factors include,
but are not limited to, the Companys ability to timely finalize
its financial statements for the quarter ended March 31, 2008, as
anticipated.
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SEC 1344 (05-06)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Thomas Wirth
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516
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684-1239
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes
þ
No
o
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(3)
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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?
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Yes
o
No
þ
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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.
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Feldman Mall Properties, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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May 13, 2008
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By
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/s/ Thomas Wirth
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President and Chief Financial Officer
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