UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission File Number: 000-26057
CUSIP Number: 09064V105
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K
[X] Form 10-Q and Form 10-QSB [_] Form N-SAR
For Period Ended: November 30, 2007
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[_] Transition Report on Form 10-K [_] Transition Report on Form 10-Q
[_] Transition Report on Form 20-F [_] Transition Report on Form N-SAR
[_] Transition Report on Form 11-K
For the Transition Period Ended :
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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 related to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: Biophan Technologies, Inc.
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Former name if applicable:
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Address of principal executive office (street and number): 15 Schoen Place
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City, state and zip code: Pittsford, New York 14534
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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, 20-F, 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 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, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 30, 2007 cannot be filed within the prescribed time period because the
Company requires additional time for compilation and review to insure adequate
disclosure of certain information required to be included in the Form 10-Q. The
Company's Quarterly Report on Form 10-Q will be filed on or before the 5th
calendar day following the prescribed due date.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert J. Wood, Chief Financial Officer, (585) 267-4800
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(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?
[_] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reason why a reasonable estimate of the results cannot be made.
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Biophan Technologies, Inc.
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 10, 2008 By: /s/ Robert J. Wood
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Robert J. Wood
Chief Financial Officer
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