766714 10 9
Washington, D.C. 20549

FORM 12b-25


(Check one): ¨Form 10-K and Form 10-KSB      ¨ Form 20-F      ¨ Form 11-K      ý Form 10-Q and 10-QSB
¨ Form 10-D      ¨ Form N-SAR      ¨ Form N-CSR
For Period Ended:   April 30, 2008        
¨ 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:  _____________________________________________________       

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:

Rim Semiconductor Company

Full Name of Registrant

Former Name if Applicable
305 NE 102nd Avenue, Suite 350        

Address of Principal Executive Office (Street and Number)
Portland, Oregon 97220          

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
(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 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. (Attach extra Sheets if Needed)
The Registrant’s Form 10-QSB for the period ended April 30, 2008 could not be filed within the prescribed time period without unreasonable effort or expense.


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

Brad Ketch
(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 ý 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 ý 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.
For the three months ended April 30, 2008, our net loss increased approximately 507% or $618,000 to $740,000 from $122,000 for the three months ended April 30, 2007, primarily as the result of increases in interest expense, amortization of deferred financing costs, acquired in-process research and development, and selling, general and administrative expenses, offset by decreases in amortization of technology licenses and capitalized software development fees, research and development expenses, and an increase in the gain on the change in fair value of derivative liabilities.
This Notification of Late Filing on Form 12b-25 contains forward-looking statements, including forward-looking statements relating to the Registrant’s financial results for the period ended April 30, 2008.  These statements are based on management’s current expectations and involve a number of risks and uncertainties, including risk and uncertainties relating to our ability to prepare and complete our financial statements for the period ended April 30, 2008 and other risks described in our filings with the Securities and Exchange Commission.  The Registrant’s actual results may differ materially from the Registrant’s anticipated or expected results and the results in the forward-looking statements.

Rim Semiconductor Company

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date  June 17, 2008         
By        /s/ Brad Ketch                      
Brad Ketch, President and Chief Executive Officer