UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-15888
(Check One): [x] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-QSB [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
[ ] 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: ______________________
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: IGENE BIOTECHNOLOGY, INC.
Former Name if Applicable: NA
Address of Principal Executive Office: 9110 RED BRANCH ROAD
City, State and Zip Code: COLUMBIA, MARYLAND 21045-2024
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,
Form 11-K, Form N-SAR or Form N-CSR, or portion
[x] 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
(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 the Forms
10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
Additional time is needed for the Registrant to have
its audit completed and file its Annual Report on Form 10-
KSB for the year ended December 31, 2005. Berenson LLP, its
independent registered public accounting firm, is awaiting
certain financial information and related documentation from
the Registrant but primarily the joint venture in which the
Registrant is a 50% participant together with Tate & Lyle
PLC ("Tate & Lyle"). The joint venture produces Aquasta(TM)
for the aquaculture industry at Tate & Lyle's Selby, England
facility. Due to the multiple and geographic locations of
the accounting records for the joint venture, this
information gathering process is made more difficult. A
statement signed by Berenson LLP stating the reasons why it
is unable to furnish the required certification at this time
is attached as an exhibit and incorporated by reference.
Based upon its current schedule, the Registrant
anticipates that it will be in a position to file its Form
10-KSB by the 15th calendar day following the prescribed due
date of the Form 10-KSB.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Edward J. Weisberger (410) 997-2599
____________________________________________________________
(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.
IGENE BIOTECHNOLOGY, INC.
____________________________________________
(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 28, 2006 By: /s/ EDWARD J. WEISBERGER
___________________________
EDWARD J. WEISBERGER
Chief Financial Officer
EXHIBIT INDEX
Exhibit 99 - Auditor's Statement