March 30, 2012 - NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT

May 16, 2011

/s/ Vincent B. McNelley

Vincent B. McNelley

Acting Principal Financial Officer


						SEC FILE NUMBER 001-13467
						CUSIP NUMBER
						202789 10 8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


Check one):		x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR

		For Period Ended: December 31, 2011

		¨ 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

718 Grove Road

Address of Principal Executive Office (Street and Number)

Midlothian, Virginia 23114

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 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 accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III NARRATIVE

During the year ended December 31, 2011, the Registrant disposed of two material assets. The assets sold were a foreign subsidiary and a building consisting of office and laboratory space. These sales occurred during the second and fourth quarters of 2011. In order to ensure that these transactions are properly accounted for in accordance with GAAP and to provide the time needed for the Registrants auditors to complete their audit for the year ended December 31, 2011, the Registrant needs an extension of the prescribed time period to file its Annual Report on Form 10-K for the year ended December 31, 2011. The Registrant will file its Annual Report on Form 10-K 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


Vincent B. McNelley	804	464-1601
(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 x 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 ¨ No x

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.