UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                             NOTIFICATION OF LATE FILING         SEC FILE NUMBER
                                                                    000-32877

(Check One) |X| Form 10-K and Form 10-KSB |_| Form 20-F            CUSIP NUMBER
|_| Form 11-K |_| Form 10-Q and Form 10-QSB |_| Form N-SAR          74267T109
                  For Period Ended: __December 31, 2001__

                  [ ] 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 Instructions (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:

         N/A
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PART I - REGISTRANT INFORMATION

         Pro-Pharmaceuticals, Inc.
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Full Name of Registrant

         N/A
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Former Name if Applicable

         189 Wells Avenue, Suite 200
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Address of Principal Executive Office (Street and Number)

         Newton, Massachusetts 02459
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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)

             |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, Form 10-KSB,
                                Form 20-F, Form 11-K or Form N-SAR, 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, Form 10-QSB, 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 Form 10-K and Form 10-KSB, Form
20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR, or the transition report
or portion thereof, could not be filed within the prescribed time period.

(Attach Extra Sheets if Needed)

The Registrant is unable to file, on the prescribed filing date, without
unreasonable effort and expense, its Annual Report on Form 10-KSB for the year
ended December 31, 2001, because of unanticipated difficulties and delays in
collecting and formatting data.

PART IV - OTHER INFORMATION

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

         Susan K. Shapiro, Esq.            617                854-4000
     --------------------------         ----------       ------------------
         (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 Registrant anticipates that there will be significant changes in its
     results of operations from the corresponding period for the last fiscal
     year. However, at this time the Registrant is unable to offer any estimates
     because of unanticipated difficulties in collecting and formatting data.




                            Pro-Pharmaceuticals, 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:    April 1, 2002                      By: /s/ David Platt
         -------------                          --------------------------------
                                                  David Platt, Ph.D., President

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.