================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
================
NOTIFICATION OF LATE FILING SEC FILE NUMBER:
0-26057
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K ================
|X| Form 10-Q |_| Form N-SAR CUSIP NUMBER:
09064V 10 5
================
For Period Ended: August 31, 2006
|_| 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: ___________________
================================================================================
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
-------------------------
Former Name if Applicable
150 Lucius Gordon Drive, Suite 215
----------------------------------
Address of Principal Executive Office (Street and Number)
West Henrietta, New York 14586
------------------------------
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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will
|X| 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, or the transition report portion thereof, could not be filed within the
prescribed time period.
Our Quarterly Report on Form 10-Q for the period ended August 31, 2006 could not
be filed within the prescribed time period because we have experienced delays in
the collection of certain information required to be included in the Form 10-Q.
These delays could not be eliminated without unreasonable effort or expense. We
expect to file the Form 10-Q as soon as reasonably practicable and in no event
later than the fifth calendar day following the prescribed due date.
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
Darryl L. Canfield (585) 214-2441
(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?
|_| 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: October 11, 2005 By: /s/ Darryl L. Canfield
------------------------------
Name: Darryl L. Canfield
Title: Chief Financial Officer