Unassociated Document
UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
 
OMB Number:
 
3235-0058
 
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April 30, 2009
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hours per response 2.50
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
(Check One): x Form 10-K and Form 10-KSB o Form 20-F o Form 11-K
         Form 10-Q o Form N-SAR o Form N-CSR
 
For Period Ended: February 29, 2008
 
 
 
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
SEC File No.
000-26057
 
CUSIP NO.
09064V105
 
For the Transition Period Ended: _________________________________
 


 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

Biophan Technologies, Inc.
 Full Name of Registrant
 
N/A
Former Name if Applicable

15 Schoen Place
Address of Principal Executive Office (Street and Number)

Pittsford, New York 14534
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 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
o
(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, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Our Annual Report on Form 10-K for the period ended February 29, 2008 cannot be filed within the prescribed time period because management has not been able to finalize, without unreasonable effort or expense, information and documents required for the completion of the audit of the Company’s financial statements for the year ending February 29, 2008, by May 29, 2008. We expect to file the Form 10-K as soon as reasonably practicable following the prescribed due date and within the time period permitted by Rule 12b-25.

Cautionary Note Regarding Forward Looking Statements

Statements made in this Form 12b-25, as well as statements made by us in periodic filings with governmental entities, press releases and other public communications, that reflect management's current assumptions and estimates of future performance may contain forward-looking statements to future events or future financial performance that involves risks and uncertainties. These statements are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. These statements are only predictions and actual results could differ materially from those anticipated in these statements based upon a number of factors including those uncertainties and risk factors detailed from time to time in reports filed by us with the Securities and Exchange Commission, including our most recent reports on Forms 10-K and 10-Q.

 
 
 


PART IV
OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification
 
Robert J. Wood, CFO
585
267-4800
(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 o 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?
o 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.


Biophan, Technologies, 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 29, 2008 
By:  
/s/ Robert J. Wood
 
Robert J. Wood
 
Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).