UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

SEC File Number: 000-28429

 

(Check One):

þ  Form 10-K

o   Form 20-F  

o   Form 11-K  

o  Form 10-Q  

 

o   Form 10-D  

o   Form N-SAR  

o   Form N-CSR

 

 

For Period Ended: December 31, 2007

 

 

o   Transition Report on Form 10-K

 

o   Transition Report on Form 20-F

 

o   Transition Report on Form 11-K

 

o   Transition Report on Form 10-Q

 

o   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

Full Name of Registrant:

Planktos Corp.

 

Former Name if Applicable:

Diatom Corp.

 

Address of Principal Executive Office:

145-925 West Georgia Street

 

Vancouver, British Columbia, Canada V6C 3L2

 

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)

 

þ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 

 

þ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 2-F, 11-F, or From 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

 

o (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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Planktos Corp. (the “Company”) cannot complete the Form 10-K within the prescribed time period as management is unable to complete a review of its consolidated financial statements by March 31, 2008. The delay cannot be cured without unreasonable effort or expense. In accordance with Rule 12b-25 under the Securities Exchange Act of 1934, the Company anticipates filing its Form 10-K no later than fifteen calendar days following the prescribed due date.

 

PART IV – OTHER INFORMATION

 

(1)

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

Robert Fisher          (604) 669-4771

(Name)    (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 the answer is no, identify report(s).   þ   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      þ     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. N/A

 

Planktos Corp.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: March 31, 2008

 

 

By: /s/ Robert Fisher

 

Robert Fisher, Chief Executive Officer

 

ATTENTION: Intentional misstatements or omissions of fact constitute

Federal criminal violations ( see 18 U.S.C. 1001).

 

 

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