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:  June 30, 2005                                             
                     ------------------------------
             [ ]     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:____________________________  
                               

    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

BODISEN BIOTECH, INC. 
________________________________________________________________________________
Full Name of Registrant

________________________________________________________________________________
Former Name if Applicable

North  Part  of  Xinquia  Road,  Yang  Ling  Agricultural  High-Tech  Industries
Demonstration Zone
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)

Yang Ling, People's Republic of China 71210  
________________________________________________________________________________
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 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 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
               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.

        Bodisen Biotech, Inc. (the "Company") has determined that it will not be
        able to file its Form  10-QSB for the  quarterly  period  ended June 30,
        2005 by the August 15,  2005 due date  because the Company was unable to
        provide certain information to its auditor in a timely fashion.


PART IV -- OTHER INFORMATION

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

     Stephen W. Johnson                 412                      288-3131     
    --------------------          --------------            -----------------
            (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.

                                            
                              BODISEN BIOTECH, INC.
        ----------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

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

Date  August 15, 2005                         By  /s/ Wang Qiong      
                                              --------------------    
                                              Name: Wang Qiong
                                              Title: Chief Executive Officer