UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-54490
(Check One):
¨ Form 10-K
¨ Form 20-F
¨ Form 11-K
x Form 10-Q
¨ Form 10-D
o Form N-SAR
o Form N-CSR
For Period Ended: August 31, 2012
¨ Transition Report on Form 10-K and Form 10-KSB
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q and Form 10-QSB
¨ Transition Report on Form N-SAR
For the Transition Period Ended: ________________
Read Attached Instructions 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
Biostem U.S. Corporation
Full Name of Registrant
Former Name if Applicable
13555 Automobile Road, #110
Address of Principal Executive Office (Street and Number)
Clearwater, Florida 33762
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;
x
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 10-KSB, Form 20-F, 11-K, 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, Form 10-QSB, 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.
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PART III — NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed).
Biostem U.S. Corporation (the “Registrant”) has not finalized its consolidated financial statements for the year August 31, 2012 and its audit has yet to be completed. The Registrant anticipates filing its Form 10-Q within the grace period provided under Rule 12b-25.
Some of the statements contained in Part II, III and IV of this Form 12b-25 are forward-looking statements that are subject to risks and uncertainties, including, but not limited to, the Registrant’s ability to finalize its Form 10-Q by the prescribed filing date. These risks could cause the Registrant’s actual results to differ from those expressed in any forward-looking statement made by, or on behalf of, the Registrant.
PART IV— OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Dwight Brunoehler
727.804.4527
(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.
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Biostem U.S. Corporation
(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 15, 2012
/s/ Dwight Brunoehler
By: Dwight Brunoehler
Title: Chief Executive Officer
Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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