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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Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form
N-CSR
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For
Period Ended:
September 30,
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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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:
Research
Building, No. 801 Wuzhong Road, Changzhou Science and Education Industrial Park,
Wujin District[Missing Graphic Reference]
Address
of principal executive office (Street and number):
Changzhou,
Jiangsu, China 213164
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. The additional time is primarily
due to the additional work required for finalizing certain accounting details
associated with the Company’s acquisition on August 18, 2010 of 60% of the
issued and outstanding shares of New Crown Technology Limited, which is the
holder of 100% of the equity interests of Shanghai ConnGame Network Ltd. (“
ConnGame
”). Due
to foregoing, 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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Wing
Lun (Alan) Leung
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+86
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519
86339908
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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
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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.
Owing to the effects of the RMB
appreciation on the operational costs and a decline in the global economy and
construction industry, completion of international construction 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 turnover
for the three months ended September 30, 2010 was significantly less than the
comparable period in the previous year 2009 while the losses were roughly the
same, as reported in the Company’s Quarterly Report on Form 10-Q as filed with
the SEC. In addition, and as noted above in Part III, the Registrant acquired a
60% interest in ConnGame on August 18, 2010. ConnGame is a start-up,
development-stage company that has not yet generated or realized material amount
of revenues from its business operations. In 2009,
ConnGame began developing new software gaming engines and online gaming products
to be sold in the PRC and ConnGame’s primary focus in 2010 will be the alpha and
subsequent beta testing of its two proprietary game engines and two MMORPG
games. As a result of the acquisition, the Registrant will experience
additional expenses and costs of operations, but no additional material amount
of revenue for the period.
As a
result of the foregoing, contract revenues earned for the three months ended
September 30, 2010 are expected to be approximately $4.4 million, a decrease of
$21.2 million, or 83%, from the contract revenues earned of $25.6 million for
the comparable period in 2009.
Selling,
general and administrative expenses are expected to be $3.9 million for the
three months ended September 30, 2010, a decrease of approximately $1.6 million,
or 29%, from approximately $5.5 million for the comparable period in 2009. The
selling, general and administrative expenses for the three months ended
September 30, 2010 included the operational expenses of $0.6 million of ConnGame
after the acquisition.
Net loss
for the three months ended September 30, 2010 is expected to be approximately
$8.6 million, a slight increase of $0.2 million, or 2%, from net loss of $8.4
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, completion of the processing of the quarterly
report and review by auditors, identification and remediation of the
Registrant's deficiencies and material weaknesses in its internal controls over
financial reporting; potential claims or litigation that may result from the
occurrence of restatements; the acquisition of ConnGame and difficulties related
to integration of the operations and personnel of the two companies, in addition
to regulatory approvals; new executive management and board members appointed
after the acquisition of ConnGame; the Registrant's new entrance into the online
MMORPG gaming industry with the acquisition of ConnGame; required payments and
other obligations as required under the waiver agreement and the risk of
adjustment to the conversion price and demand repayment of the Bonds; the
Registrant's ability to find funding in the event that the Bonds are called for
repayment; resolution of the dispute regarding the Dubai Railway Project;
ability to identify and secure debt, equity, and/or other financing required to
continue the operations of the Registrant; 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; 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.
[Missing Graphic Reference]
(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: November 16,
2010
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By:
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/s/ Wing
Lun (Alan) Leung
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Name:
Wing Lun (Alan) Leung
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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).