SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): o Form 10-K o Form
20-F o Form 11-K x
Form 10-Q o Form N-SAR o Form
N-CSR
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For
Period Ended: September
30, 2008
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o
Transition Report
on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For
the Transition Period Ended:
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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
3DICON
CORPORATION
Full
name
of Registrant
N/A
Former
Name if Applicable
6804
South Canton Avenue, Suite 150
Address
of Principal Executive Office (Street
and Number)
Tulsa,
Oklahoma 74136
City,
State and Zip Code
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.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense
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x
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(b)
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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 portion thereof will be filed on or before the fifth calendar
day
following the prescribed due date; and
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(c)
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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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report portion thereof could not be filed within the
prescribed time period.
(Attach
extra sheets if needed.)
The
compilation, dissemination and review of the information required to be
presented in the Form 10-Q for the relevant period has imposed time constraints
that have rendered timely filing of the Form 10-Q impracticable without undue
hardship and expense to the registrant. The registrant undertakes the
responsibility to file such report no later than five days after its original
prescribed due date.
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Martin
Keating
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(918)
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494-0505
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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). Yes [X] No [ ]
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(3)
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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]
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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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3DICON
CORPORATION
(Name
of
Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
November
14, 2008
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By:
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/s/
Martin Keating
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Martin
Keating
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Chief
Executive Officer, Acting Chief Financial Officer and
Director
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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.