Washington, D.C. 20549



FORM 12b-25






Commission File Number: 001-34373

CUSIP Number: 168910206


(Check One):   ¨  Form 10-K ¨  Form 20-F ¨  Form 11-K x  Form 10-Q ¨  Form 10-D ¨  Form N-SAR ¨  Form N-CSR
    For Period Ended:   March 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:    



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 Item(s) to which the notification relates:






China Natural Gas, Inc.


Full Name of Registrant




Former Name if Applicable


19th Floor, Building B, Van Metropolis, Tang Yan Road, Hi-Tech Zone  


 Address of Principal Executive Office (Street and Number)



Xi’an, 710065, Shaanxi 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.)







    (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
    (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.




State below in reasonable detail the reasons 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)


China Natural Gas, Inc. (the “Company”) was unable to compile the requisite financial data and other narrative information necessary to prepare complete financial statements to be included in the quarterly report on Form 10-Q for the quarter ended March 1, 2012, and is unable to file the periodic report within the prescribed time period without unreasonable effort or expense. The Company expects to file the report within the extension period.




(1)Name and telephone number of person to contact in regard to this notification


Shuwen Kang    86   29-88323325
(Name)   (Area Code)   (Telephone Number)


(2)   Have all other periodic reports required under Sections 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      þ No 

The Company has not filed information required by Part III of Form 10-K for the annual report for the year ended December 31, 2011. The Company intends to file such information either in a definitive proxy statement or by an amendment to the Form 10-K filed on April 2, 2012.


(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      þ 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.


China Natural Gas, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date   May 10, 2012   By   /s/ Shuwen Kang
            Name: Shuwen Kang
            Title: Chief Executive Officer