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): [X] Form 10-K and Form 10-KSB [ ] Form 20-F
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: DECEMBER 31, 2006
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[ ] 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
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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.,
(Street and Number) Block B,
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)
On December 19, 2006, the Registrant changed its independent auditors.
Additional time is needed in order for the Registrant to provide all information
required by the Registrant's new independent auditors to accurately complete the
information to be included in the Form 10-K.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth Lap Yin 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 $29.3 million for
the three months ended December 31, 2006 compared to $26.2 million for the three
months ended December 31, 2005 and approximately $105.6 million for the twelve
months ended December 31, 2006 compared to $110.2 million for the twelve months
ended December 31, 2005. The increase in sales for the three months ended
December 31, 2006 compared to those ended December 31, 2005 was attributable to
the usual seasonal high demand in Memory business. The decrease in sales for the
twelve months ended December 31, 2006 compared to those ended December 31, 2005
was mainly due to the continuous drop in the Memory unit price, which price
continues to decrease through the product's life cycle. The actual units sold
increased in proportion to the drop in the unit price.
It is expected that the Registrant's pretax profit be approximately $0.719
million for the year ended December 31, 2006 compared to a pretax profit of
$0.235 million for the year ended December 31, 2005. The gross profit margin had
improved from an average 2.9% to 3.8% year-on-year base, achieving a 30%
increase. The Registrant experienced increased demand in China both in Flash
card and MP3 player market. The Flash component trading contributed to the
increase in sales of the Registrant. This occurred because of a fall in the unit
price of Flash component which resulted in an increase in its application and
demand. The market is sensitive to any price change and it was profitable for
any Flash card manufacturer entering a mature market where Flash component price
contributed to most of the cost. The MP3 market with a smaller share in sales
volume contributed a better profit margin in the business because of the
different cost structure. The MP3 market recovered significantly after a dull
2005. The DRAM business had a better margin than the Flash business in general
as there was a large consumer electronic market with key applications being
HDTV, DVD player and Set-top boxes. On the PC front, the overall VGA RAM sales
increased as the newly launched Vista required VGA card with higher speed and
larger capacity.
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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: MARCH 30, 2007 By: /s/ KENNETH LAP YIN CHAN
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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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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.