UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25

   
 
SEC FILE NUMBER
000-52402
 
 
 
NOTIFICATION OF LATE FILING
 
(Check one):
o
Form 10-K
o
Form 20-F
o
Form 11-K
þ
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
 
   
For Period Ended: June 30, 2012
   
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
 
Full Name of Registrant
SavWatt USA, Inc.
 
Former Name if Applicable
 
 
Address of Principal Executive Office (Street and Number)
475 Park Avenue South
 
City, State and Zip Code
New York, NY 10016
 
 
 
 
 
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, Form N-SAR or From 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 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, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant is unable to file the subject Form 10-Q report in a timely manner because the registrant was not able to complete timely its financial statements without unreasonable effort or expense.
 
PART IV
OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification
 
Isaac H. Sutton
 
646
 
478-2676
(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 reports been filed? If answer is no, identify report(s).   x  Yes   o 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?   o Yes   x 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.
 
 
2
 
 
SavWatt USA, 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 August 10, 2012
By:
/s/ Isaac H. Sutton
 
   
Isaac H. Sutton,
 
   
Chief Executive Officer, Interim Chief Financial Officer
 
 
 
 
 
 
 
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