UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| SEC FILE NUMBER |
| 000-50140 |
| CUSIP NUMBER |
| 00087F 10 2 |
| (Check One): | [X] Form 10-K | [ ] Form 20-F | [ ] Form 11-K | [ ] Form 10-Q | [ ] Form 10-D | [ ] Form N-SAR |
| [ ] Form N-CSR |
For Period Ended: December 31, 2009
[ ] 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: |
PART I—REGISTRANT INFORMATION
ACL Semiconductors Inc.
| Full Name of Registrant |
| Former Name if Applicable |
| Room 1701, 17/F, Tower 1, Enterprise Square, 9 Sheung Yuet Road Kowloon Bay, |
| Address of Principal Executive Office (Street and Number) |
| Kowloon, Hong Kong |
| City, State and Zip Code |
PART II—RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort and expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| [x] | (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, 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 has been attached if applicable. |
|
PART III—NARRATIVE
State below, in reasonable detail, the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR or N-CSR, or the transition report or portion thereof, could not be filed within the prescribed period.
(Attach extra Sheets if Needed)
The financial statements necessary to file the Form 10-K in a timely fashion are not completed, and the Registrant cannot do so in a timely manner without unreasonable burden and expense.
PART IV—OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Kenneth Lap-Yin Chan | 011- (852) | 2799-1996 | |
| (Name) | (Area Code) | (Telephone Number) |
| (2) |
Have all other periodic reports 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). |
|
| [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? |
|
| [ X ] Yes [ ] 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.
See Attachment A.
| ACL Semiconductors Inc. |
| (Name of Registrant as specified in charter) |
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date | March 30, 2010 | By | /s/ Kenneth Lap-Yin Chan | |
| Name: Kenneth Lap-Yin Chan | ||||
| Title: Chief Financial Officer |
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
Attachment A
ACL Semiconductors, Inc. (“we” or “us”) anticipates that it will report significant changes in its results of operations for the year ended December 31, 2009 as compared to the same period in the prior fiscal year.
Based on information available to us at this time, net sales increased from approximately $206.1 million for the year ended December 31, 2008 to approximately $297.4 million in the year ended December 31, 2009, cost of sales increased from approximately $201.9 million in the year ended December 31, 2008 to approximately $290.2 million in the year ended December 31, 2009, operating expenses increased from approximately $4.2 million in the year ended December 31, 2008 to approximately $4.3 million in the year ended December 31, 2009 and other expenses decreased from approximately $1.0 million for the year ended December 31, 2008 to other expense of approximately $0.2 million for the year ended December 31, 2009, resulting in a decrease of net loss from approximately $0.9 million for the year ended December 31, 2008 to approximately $2.1 million in net income for the year ended December 31, 2009.
The decrease in net loss was attributable principally to increased demand and resulting higher sales prices for memory products in the PRC market, especially for NAND Flash, DRAM and Graphic RAM.
The foregoing is qualified in its entirety by reference to our audited financial statements for year ended December 31, 2009, to be filed in our Annual Report on Form 10-K for the year ended December 31, 2009. Furthermore, the foregoing does not include the results of operation of Aristo Technologies Ltd., a related party that we have recently determined to be a variable interest entity and whose financial statements are to be consolidated with our financial statements.