**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

**(Mark One)**

 

| **x**                                                | **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**           |
|------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                                 |                                                                                                    |
| **For the fiscal year ended February 28, 2009** |
|                                                 |                                                                                                    |
| **o**                                                | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from          to          **

 

**Commission file number 000-23425**

 

**BURZYNSKI RESEARCH INSTITUTE, INC.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                             | ** ** | **76-0136810**      |
|------------------------------------------|------------|---------------------|
| (State or other jurisdiction of          |       | (I.R.S. Employer    |
| incorporation or organization)           |       | Identification No.) |
|                                     |       |                |
| **9432 Old Katy Road, Suite 200**   |       |                |
| **Houston, Texas**                       | ** ** | **77055**           |
| (Address of principal executive offices) |       | (Zip Code)          |

 

Registrant’s telephonenumber, including area code:  **(713) 335-5697**

 

Securities registered under Section 12(b) ofthe Exchange Act:

**None**

 

Securities registered under Section 12(g) ofthe Exchange Act:

**Common Stock, $.001 par value**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.    Yes o  No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or15(d) of the Act.    Yes x  No o

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports) and (2) has been subject to such filing requirements for thepast 90 days.  Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). Yes o No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§ 229.405) is not contained herein, and will not contain, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment of this Form 10-K.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in  Rule 12b-2 of the Exchange Act.  (Check one):

 

| Large  accelerated filer o                                               |   | Accelerated  filer o         |
|--------------------------------------------------------------------------|--------|------------------------------|
|                                                                     |   |                         |
| Non-accelerated  filer o

(Do not check if  a smaller reporting company) |   | Smaller  reporting company x |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).    Yes o  No x

 

As of May 1, 2009,the aggregate market value of the Common Stock held by non-affiliates wasapproximately $3,168,653.02 based on the last reported sales price on May 1,2009.

 

As of May 1, 2009,there were 131,388,444 shares of the Registrant’s Common Stock outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Documentsincorporated by reference:    None.

 

 

 

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**Explanatory Note**

 

Burzynski Research Institute, Inc. (the “Company”)is filing this Amendment No. 1 amending its Annual Report on Form 10-Kfor the year ended February 28, 2009, which was filed with the Securitiesand Exchange Commission on May 29, 2009 (the “Original Filing”).  The Company is filing this Amendment No. 1for the sole purpose of replacing Exhibit 23.1 with the corrected consentof Fitts, Roberts & Co., P.C. Amendment No. 1 does not include the entire Form 10-K.

 

Except as described above, no other changes havebeen made to the Original Filing.  TheOriginal Filing continues to speak as of the date of the Original Filing, andthe Company has not updated the disclosures contained therein to reflect anyevents which occurred subsequent to the filing of the Original Filing, or to modifythe disclosure contained in the Original Filing other than to reflect thechanges described above.

 

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## ** **

## **ITEM 15.**    EXHIBITS ANDFINANCIAL STATEMENT SCHEDULES

## ** **

| **EXHIBIT NO.** | ** ** | **EXHIBIT NAME**                                                                                                                                                                                                                                                                                                                        |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 3.1             |       | Certificate of Incorporation of the Company, as amended (incorporated  by reference from Exhibit 3(i) — (iii) to Form 10-SB  filed with the Securities and Exchange Commission on November 25, 1997  (File No. 000-23425)).                                                                          |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 3.2             |       | Amended Bylaws of the Company (incorporated by reference from  Exhibit (3)(iv) to Form 10-SB filed with the Securities and  Exchange Commission on November 25, 1997 (File No. 000-23425)).                                                                                                                    |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 4.1             |       | Form of Certificate Representing Common Stock (incorporated by  reference from Exhibit 4.1 to Form 10-KSB filed with the Securities  and Exchange Commission on May 2, 2001 (File No. 000-23425)).                                                                                                             |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.1            |       | License Agreement, effective as of June 29, 1983, by and between  the Company and Dr. Stanislaw R. Burzynski (incorporated by reference  from Exhibit 10(1) to Form 10-SB filed with the Securities and  Exchange Commission on November 25, 1997 ( File No. 000-23425)).                            |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.2            |       | Amended License Agreement, dated April 2, 1984, by and between the  Company and Dr. Stanislaw R. Burzynski (incorporated by referenced from  Exhibit 10(2) to Form 10-SB filed with the Securities and  Exchange Commission on November 25, 1997 (File No. 000-23425)).                              |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.3            |       | Second Amended License Agreement, dated March 1, 1990, by and  between the Company and Dr. Stanislaw R. Burzynski (incorporated by  reference from Exhibit 10(3) to Form 10-SB filed with the  Securities and Exchange Commission on November 25, 1997 (File  No. 000-23425)).                       |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.4            |       | Research Funding Agreement, effective as of March 1, 1997, by and  between the Company and Dr. Stanislaw R. Burzynski (incorporated by  reference from Exhibit 10(4) to Form 10-SB filed with the  Securities and Exchange Commission on November 25, 1997 (File  No. 000-23425)).                   |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.5            |       | First Amendment to Research Funding Agreement, effective as of  March 1, 2001, by and between the Company and Dr. Stanislaw R.  Burzynski (incorporated by reference from Exhibit 10.5 to  Form 10-KSB filed with the Securities and Exchange Commission on  May 2, 2001 (File No. 000-23425)).           |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.6            |       | Second Amendment to the Research Funding Agreement, effective as of  February 29, 2004, by and between the Company and Dr. Stanislaw R.  Burzynski (incorporated by reference from Exhibit 10.6 to  Form 10-KSB filed with the Securities and Exchange Commission on  June 1, 2004 (File No. 000-23425)). |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.7            |       | Royalty Agreement, dated March 25, 1997, by and between the  Company and Dr. Stanislaw R. Burzynski (incorporated by reference from  Exhibit 10(5) to Form 10-SB filed with the Securities and  Exchange Commission on November 25, 1997 (File No. 000-23425)).                                      |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.8            |       | First Amended Royalty Agreement, dated September 29, 1997, by and  between the Company and Dr. Stanislaw R. Burzynski (incorporated by  reference from Exhibit 10(6) to Form 10-SB filed with the  Securities and Exchange Commission on November 25, 1997 (File  No. 000-23425)).                   |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 10.9            |       | Third Amendment to Research Funding Agreement, effective as of  March 1, 2007, by and between the Company and Dr. Stanislaw R.  Burzynski (incorporated by reference from Exhibit 10.9 to  Form 10-KSB filed with the Securities and Exchange Commission on  May 29, 2007 (File No. 000-23425)).          |
|            |       |                                                                                                                                                                                                                                                                                                                                    |
| 23.1            |       | Consent of Fitts, Roberts & Co., P.C.                                                                                                                                                                                                                                                                                          |

 

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| 24     |   | Power of Attorney (Included with the Signature Page).                                                                                                                                                   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                    |
| 31.1   |   | Certification pursuant to Rules 13a-14 and 15d-14 of the  Securities Exchange Act of 1934, as amended, filed herewith (Chief Executive  Officer and Principal Financial Officer).                  |
|   |   |                                                                                                                                                                                                    |
| 32.1   |   | Certification furnished pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief  Executive Officer and Principal Financial Officer). |

 

2

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### **SIGNATURES**

### ** **

In accordance with Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant caused this Amendment No. 1to the Annual Report on Form 10-K/A to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                     | **BURZYNSKI RESEARCH INSTITUTE, INC.** |
|--------------------------|----------------------------------------|
|                     | ** **                             |
|                     |                                   |
|                     | By:                                    | /s/ Stanislaw R. Burzynski |
|                     |                                   | Stanislaw R. Burzynski, President, |
|                     |                                   | Secretary, Treasurer and Chairman of the |
|                     |                                   | Board of Directors |
|                     |                                   |
|                     |                                   |
| Date: July 15, 2009 |                                   |

 

3

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Each person whose signature appears belowconstitutes and appoints Dr. Stanislaw R. Burzynski his/her true andlawful attorney-in-fact and agent, with full power of substitution and resubstitution,severally, for him/her in his/her name, place and stead, in any and allcapacities, to sign any and all amendments to this report, and to file thesame, with all exhibits thereto and other documents in connection therewith,with the Securities and Exchange Commission, granting unto saidattorney-in-fact and agent full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about thepremises, as fully to all intents and purposes as he/she might or could do inperson, hereby ratifying and confirming all that said attorney-in-fact andagent may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the SecuritiesAct of 1934, this report has been signed below by the following persons in thecapacities and on the dates indicated.

 

 
| /s/ Stanislaw R. Burzynski          |   |                     |
|-------------------------------------|--------|--------------------------|
| Stanislaw R. Burzynski              |   | Date: July 15, 2009 |
| President, Secretary, Treasurer and |   |                     |
| Chairman of the Board of Directors  |   |                     |
|                                |   |                     |
|                                |   |                     |
| /s/ Barbara Burzynski               |   |                     |
| Barbara Burzynski                   |   | Date: July 15, 2009 |
| Director                            |   |                     |
|                                |   |                     |
|                                |   |                     |
| /s/ Michael H. Driscoll             |   |                     |
| Michael H. Driscoll                 |   | Date: July 15, 2009 |
| Director                            |   |                     |
|                                |   |                     |
|                                |   |                     |
| /s/ Carlton Hazlewood               |   |                     |
| Carlton Hazlewood                   |   | Date: July 15, 2009 |
| Director                            |   |                     |

 

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