OMB APPROVAL
 
UNITED STATES
OMB Number: 3235-0058
 
SECURITIES AND EXCHANGE
Expires: May 31, 2012
 
COMMISSION
Estimated average burden hours per response ... 2.50
 
Washington, D.C. 20549
  
   
SEC FILE NUMBER
 
FORM 12b-25
333-161941
     
 
NOTIFICATION OF LATE FILING
CUSIP NUMBER
     
 
(Check one):
o Form 10-K o  Form 20-F o  Form 11-K x  Form 10-Qo  Form 10-D o  Form N-SAR o  Form N-CSR
   
 
For Period Ended:
June 30, 2011
   
 
o   Transition Report on Form 10-K
   
 
o   Transition Report on Form 20-F
   
 
o   Transition Report on Form 11-K
   
 
o   Transition Report on Form 10-Q
   
 
o   Transition Report on Form N-SAR
   
 
For the Transition Period Ended:
 
 
Read Instruction (on back page) 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.
 

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

AIVTECH INTERNATIONAL GROUP CO.

Full Name of Registrant
 
Former Name if Applicable
 
1305 East, Hightech Plaza, Phase 2, Tian'an Cyber Park
Address of Principal Executive Office (Street and Number)
 
Futian District, Shenzhen City
Guangdong Province, 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)
 
x
(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 of 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
     
o
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

AIVtech International Group Co. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “Quarterly Report”) by the August 15, 2011 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and requires additional time to complete its review of the financial statements for the period ended June 30, 2011 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
 
SEC 1344 (03-05)
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
 
Jinlin Guo
  
86 (139)
  
2349-3889
(Name)
  
(Area Code)
  
(Telephone Number)

(2) 
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).
Yesx     No o

(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?
Yes o     Nox

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.

 
2
 
 
AIVTECH INTERNATIONAL GROUP CO. 
(Name of Registrant as Specified in Charter)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

     
Date:            August 15, 2011
By:
/s/ Jinlin Guo
   
Jinlin Guo
Chief Executive Officer

 
3