Form: NT 10-Q

Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

August 15, 2007

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

   OMB APPROVAL
   

OMB Number: 3235-0058

Expires: April 30, 2009

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SEC FILE NUMBER

     
   
   

CUSIP NUMBER

     

 

(Check one):    

  

¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     þ  Form 10-Q

¨  Form 10-D     ¨   Form N-SAR     ¨  Form N-CSR
  For Period Ended: June 30, 2007
  ¨  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 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

 

Commonwealth Biotechnologies, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
601 Biotech Drive
Address of Principal Executive Office (Street and Number)
Richmond, Virginia 23235
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)

 

þ   

   (a)   The reason 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, 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
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

The Registrant has completed two acquisitions in the first six months of this fiscal year. As these acquisitions were based in the United Kingdom and Australia, respectively, the coordination of the financial reporting process for the acquired entities has been complex. The Registrant will file its Quarter Report on Form 10-QSB within the time constraints provided by Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended.

 

 

PART IV — OTHER INFORMATION

 

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

 

James H. Brenann      804    648-3820
(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).    Yes  ¨    No  þ

The Registrant has not filed an amended Form 8-K to include the audited financial statements of Mimotopes Pty. Ltd., an Australian limited company it acquired on February 9, 2007, in accordance with the requirements of Item 9.01 of Form 8-K.

 

 

 

(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  ¨    No  þ

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.

 

 

 

Commonwealth Biotechnologies, 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: August 15, 2007    By:     /s/ James H. Brennan
        

James H. Brennan

Vice President, Financial Operations