U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
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CUSIP NUMBER
00087F 10 2
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(CHECK ONE): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F
[X] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: MARCH 31, 2004
[ ] 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:____________________
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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:
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PART I--REGISTRANT INFORMATION
Full Name of Registrant: ACL Semiconductors Inc.
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Former Name if Applicable
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Address of Principal Executive Office B24-B27,1/F., Block B,
Street and Number) Proficient Industrial Centre,
6 Wang Kwun Road, Kowloon
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City, State and Zip Code Hong Kong
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-5(b), the following should
be completed. (Check box if appropriate)
(a) 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, 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 [X]; 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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period. (Attach extra sheets, if
needed)
The Registrant's board of directors together with the management team have been
replaced by the existing team as a result of reverse acquisition by Atlantic
Components Limited, a Hong Kong based company on September 30, 2003. They were
inexperienced in dealing with the auditors' requirements in the year 2003 annual
reporting, the 10-K report of which thus was filed on April 14, 2004.
Accordingly, they have insufficient time for this 10-Q reporting and are unable
to compile the necessary information without reasonable efforts and expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth Chan (852) 2799-1996
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(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.
It is expected that the Registrant's sales be approximately $29.5 million for
the three months ended March 31, 2004 compared to $15.5 million for the three
months ended March 31, 2003, and its net income be $0.5 million for the three
months ended March 31, 2004 compared to $0.2 million for the three months ended
March 31, 2003. The significant increase in sales and net income recorded in
this quarter compared to those for the three months ended March 31, 2003 was
attributable to strong demand of Samsung memory products as a result of strong
performance of the economies of Hong Kong and Southern China.
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ACL SEMICONDUCTORS INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: MAY 14, 2004 By: /s/ KENNETH CHAN
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Name: Kenneth 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed and original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of
the General Rules and Regulations under the Act. The information contained
in or filed with the form will be made a matter of public record in the
Commission files.
3. Manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.