Washington, D.C. 20549

FORM 12b-25



SEC File Number: 000-54111


CUSIP Number: 90137F103


(Check One): x Form 20-F ¨ Form 11-K ¨  Form 10-Q ¨ Form 10-D ¨ Form N-SAR
  ¨ Form N-CSR          


For Period Ended: December 31, 2011


¨ 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: N/A




22nd Century Group, Inc.

Full Name of Registrant



Former Name if Applicable


9530 Main Street


Address of Principal Executive Office (Street and Number)


Clarence, New York 14031

                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)





The reasons 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.






State below in reasonable detail the reasons 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.
22nd Century Group, Inc. (the “Company”) was not, without unreasonable effort or expense, able to file its Annual Report on Form 10-K for the year ended December 31, 2011 on the March 30, 2012 due date because of delays in completing the year-end audit and related disclosures due to the Company’s relatively small number of employees. The Company expects to file its Form 10-K within the 15-day extension period afforded by Rule 12b-25.




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


Joseph Pandolfino 716


 (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.





22nd Century Group, 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 March 30, 2012  By  /s/ Joseph Pandolfino
    Joseph Pandolfino
    Chief Executive Officer
    (Principal Executive Officer)