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SEC FILE NUMBER
000-53283
CUSIP NUMBER
16943V 206
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25
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NOTIFICATION OF LATE FILING
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(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, 2012
¨
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 Instruction (on back page) Before Preparing Form. Please Print or Type.
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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 Energy Recovery,
Inc.
Full Name of Registrant
Former Name if Applicable
Bldg. #26, No. 1388, Zhangdong
Road, Zhangjiang Hi-tech Park
Address of Principal Executive Office
(Street and Number)
Shanghai, People’s
Republic of China 201203
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)
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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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 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
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(c)
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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The compilation, verification and review of the information
required to be presented in the Form 10-K has required additional time rendering timely filing of the Form 10-K impracticable without
undue hardship and expense to the Registrant.
(Attach Extra Sheets if Needed)
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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Qinghuan Wu, CEO
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011 86
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021 5556-0020
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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 answer is no, identify
report(s).
x
Yes
¨
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?
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.
The Company reported revenues of $91.0 million and net income
of $2.0 million for the fiscal year ended December 31, 2011, respectively, and, based on management’s current best estimate,
expects to report revenues ranging from $92.0 million to $93.0 million and a net loss ranging from $0.2 million to $1.0 million
for the fiscal year ended December 31, 2012, respectively. However, the Company cannot provide assurance that the final amounts
will not be different than the amounts indicated pending the verification of all information required to be presented in the Form
10-K.
In the Form 10-Q for the period ended September 30, 2012, the
company indicated that there was substantial doubt about the company's ability to continue as a going concern. As of December 31,
2012, there continues to be substantial doubt about the company's ability to continue as a going concern.
China Energy Recovery, 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: April 2, 2013
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By:
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/s/ Qinghuan Wu
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Qinghuan Wu,
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
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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 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. A 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 amended notification.
5.
Electronic filers.
This form shall not be used by
electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within
the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulations
S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (§232.13(b) of this Chapter).
China Energy Recovery (CE) (USOTC:CGYV)
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