UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25
 
NOTIFICATION OF LATE FILING

SEC FILE NUMBER:
000-29219
 
(Check One):
x
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form N-SAR
o
Form N-CSR

For Period Ended: December 31, 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:_________________
                                        
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
 
SINOCUBATE, INC.
 

Full Name of Registrant


Former Name if Applicable
 
Kerry Centre, 1515 West Nanjing Road, Suite 1002
 

Address of Principal Executive Office (Street and Number)
 
Shanghai, P.R. China, 2000040
 

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)
 
    (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, Form 11-K or Form N-SAR, or portion thereof will be filed onor before the 15th 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
       
    (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-Q, 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.

The Registrant is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense due to the fact that it has not completed the process of finalizing and integrating its operating and financial information into statements for the year ended December 31, 2011.  The Registrant anticipates that it will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date, as permitted by Exchange Act Rule 12b-25.

PART IV-- OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
Tom Simeo
 
+ 86 (21)
 
52986257
(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).

   
Yes
x
 
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
 
No
x
 
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

 
 
SINOCUBATE, INC.

(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: March 29, 2012
By:
/s/ Tom Simeo  
    Tom Simeo  
    Chief Executive Officer  
 
 
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