ZSTN ZST Digital Networks Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

SEC File Number 001-34488

CUSIP Number 98878T109

NOTIFICATION OF LATE FILING

(Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10D ¨ 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 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

ZST Digital Networks, Inc. 

Full Name of Registrant

ITC Kung Kuan, No. 206 Tongbai Road, 3rd Floor, No.2 Building,

Address of Principal Executive Office (Street and Number)

Zhengzhou, 450007, China

City, State and Zip Code

PART II – RULE 12-b 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 the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

As previously announced on March 29, 2012 in a current report on Form 8-K, on March 26, 2012, the Registrant’s independent auditor resigned. As a result, the Registrant is unable to complete its financial statements for the quarter ended March 31, 2012 and file the Form 10-Q within the prescribed time period without unreasonable effort or expense. The Registrant remains committed to filing its Form 10-Q at the earliest possible time, but does not currently anticipate its completion within the five calendar days following the prescribed due date pursuant to the Exchange Act Rule 12b-25.

PART IV – OTHER INFORMATION

Annual Report on Form 10-K for the year ended December 31, 2011.

¨ Yes x No

¨ 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.

ZST Digital Networks, Inc.

(Name of Registrant as Specified in Charter)

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

ZST Digital Networks (CE) (USOTC:ZSTN)
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