UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_|Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: October 31, 2008
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|_| 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:
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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
Pax Clean Energy, Inc.
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Full Name of Registrant
Pax Biofuels Inc.
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Former Name if Applicable
1278 Laurel Road
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Address of Principal Executive Office (Street and Number)
North Saanich, BC, Canada V8L 5K8
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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
|X| | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form D 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
| l2b-25(c) has been attached if applicable.
Persons who are to respond to the
collection of information contained in
this form are not required to respond
unless the form displays a currently valid
SEC 1344 (05-06) OMB control number.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, l0-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Despite diligent efforts, the work necessary for Pax Clean Energy, Inc.'s (the
"Company") preparation of its Quarterly Report on Form 10-Q could not be
completed without unreasonable effort or expense. The Company fully expects to
file its Annual Report on Form 10-Q within the additional time allowed by this
report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David E. Danovitch, Esq. (212) 752-9700
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(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.
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Pax Clean Energy, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 16, 2008 By: Paul Leslie Hammond
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Paul Leslie Hammond
Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer, President and Director