SEC FILE NUMBER
000-22563
CUSIP NUMBER
78418A109

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING

 
(Check One):         oForm 10-K         o  Form 20-F         o Form 11-K    x Form 10-Q    o Form 10D
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
 
SG Blocks, Inc.
Full Name of Registrant
 
 
Former Name if Applicable
 
400 Madison Avenue, Suite 16C
Address of Principal Executive Office (Street and Number)
 
New York, NY 10017
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, 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
 
  (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 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.
 
(Attach Extra Sheets if Needed)
 
The Registrant was unable to file its Form 10-Q for the fiscal quarter ended June 30, 2012 (the “Report”) without unreasonable effort or expense due to delays in obtaining and compiling information for inclusion in the Report.  The Registrant undertakes to file the Report no later than the fifth calendar day following the prescribed due date of the Report, or if such date is a Saturday, Sunday or federal holiday, the first business day thereafter.
 
PART IV
OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification
 
Brian Wasserman
646
747-2423
(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).   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?   oYes  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.
 
 
SG Blocks, 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 15, 2012
  
By
/s/ Brian Wasserman
   
Name:  Brian Wasserman
Title:    Chief Financial Officer