UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC FILE
NUMBER: 001-33709
CUSIP
NUMBER: 16937S 10 2
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(Check
One):
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o
Form
10-K
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Form 20-F
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Form 11-K
x
Form 10-Q
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Form N-SAR
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Form N-CSR
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For
Period Ended:
March
31, 2010
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Transition Report
on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition Report
on Form 10-Q
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Transition
Report on Form N-SAR
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For
the Transition Period Ended:
________________________
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Read
attached instruction sheet 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.
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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
China
Architectural Engineering, Inc.
Former
name if applicable:
105
Baishi Road, Jiuzhou West Avenue
Address
of principal executive office (Street and number):
Zhuhai
519070, People’s Republic of China
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.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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x
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K or Form N-SAR, 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 portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or
the transition report portion thereof, could not be filed within the prescribed
time period.
The
Registrant is unable to prepare and review all necessary information and
disclosures in its Quarterly Report on Form 10-Q within the prescribed time
period without incurring unreasonable effort and expense. The
Registrant requires additional efforts and time to accurately prepare and
present all necessary disclosures. On May 14, 2010, the Registrant
filed a Form 8-K announcing restatements of certain accounting items and a
related amendment no. 2 on Form 10-K/A for the three years ended
December 31, 2009. Due to the time and focus of effort on the
restatements, the Registrant was not able to prepare and review all necessary
information and disclosures in its Quarterly Report on Form 10-Q within the
prescribed time period. The Registrant will file its Quarterly Report on Form
10-Q no later than the fifth calendar day following the prescribed due date for
such report.
PART
IV -- OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Luo
Ken Yi
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(86)
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756
8538908
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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 the
answer is no, identify report(s).
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x
Yes
o
No
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(3)
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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?
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x
Yes
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No
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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.
Due to a
decline in the global economy and construction industry, completion of
international projects completed in 2009 such as the Dubai Metro Red Line,
Guangdong Science City Headquarter Phase I, and Doha High Rise Office Tower, in
addition to the Registrant’s cessation of its international projects], the
Registrant’s results of operations for the three months ended March 31, 2010 was
significantly less than the comparable period in the previous year, as reported
in the Company’s Quarterly Report on Form 10-Q as filed with the SEC. Contract
revenues earned for the three months ended March 31, 2010 is expected to be
approximately $11.2 million, a decrease of $25.1 million, or 69%, from the
contract revenues earned of $36.3 million for the comparable period in
2009.
Selling,
general and administrative expenses were $4.2 million for the three months ended
March 31, 2010, a decrease of approximately $1.8 million, or 30%, from
approximately $6.0 million for the comparable period in 2009. The decrease was
due to decrease in revenue in earned, partially offset by a charge equal to
approximately $2.0 related to restricted stock award grants made during the
first quarter of 2010.
Net loss for the three months ended March 31, 2010
is expected to be approximately $3.5 million, a decrease in income of $4.4
million, or 489%, from net profit of $0.9 million for the comparable period in
2009.
This Form
12b-25 contains
forward-looking
statements
that involve substantial risks and
uncertainties. These statements include, among others, information
regarding future operations, future capital expenditures, and future net cash
flow. Such statements reflect our management’s current views with respect to
future events and financial performance and involve risks and uncertainties,
including, without limitation, identification and remediation of the
Registrant's deficiencies and weaknesses in its internal controls over financial
reporting, potential claims or litigation that may result from the occurrence of
restatements, the negotiation and execution of a definitive acquisition
agreement for the proposed acquisition of ConnGame and satisfactory completion
of related due diligence and closing conditions, including but not limited to
regulatory approvals; ability to identify and secure debt, equity, and/or other
financing required to continue the operations of the Registrant, particularly in
the event that the Registrant is not able to conduct the proposed acquisition of
ConnGame; required Registrant payments under the waiver agreement and ability to
obtain an extension; difficulties related to integration and management of the
combined operations; reduction or reversal of the Registrant's recorded revenue
or profits due to "percentage of completion" method of accounting and expenses;
the Registrant's ability to obtain a modification for the Waiver agreement with
the bondholders applicable to the proposed acquisition of ConnGame; increasing
provisions for bad debt related to the Registrant's accounts receivable;
fluctuation and unpredictability of costs related to our products and services;
the Registrant's plans to enter into real estate development projects such as
the Nine Dragons Project; adverse capital and credit market conditions;
fluctuation and unpredictability of costs related to the Registrant's products
and services; expenses and costs associated with its convertible bonds,
regulatory approval requirements and competitive conditions; and various other
matters, many of which are beyond our control. Actual results may vary
materially and adversely from those anticipated, believed, estimated or
otherwise indicated should one or more of these risks or uncertainties occur or
if any of the risks or uncertainties described elsewhere in this report or in
the “Risk Factors” section of our 2009 annual report occur.
China
Architectural Engineering, Inc.
(Name of
Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: May
18, 2010
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By:
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/s/ Luo
Ken Yi
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Name:
Luo Ken Yi
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Title:
Chief Executive
Officer
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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
misinformation or omissions of fact
constitute
Federal Criminal Violations (See 18 U.S.C. 1001).