8-K

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

FORM 8-K
CURRENT REPORT
Pursuant to 13 OR 15(D)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 21, 2011

ACL Semiconductors Inc.
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(Exact name of registrant as specified in its charter)

Delaware	000-50140	16-1642709
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 1701, 17/F, Tower 1
Enterprise Square, 9 Sheung Yuet Road
Kowloon Bay, Kowloon, Hong Kong
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(Address of principal executive offices) (Zip Code)

011-852- 3666-9939
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(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On February 21, 2011, Atlantic Components Limited (“Atlantic”), a wholly-owned subsidiary of ACL Semiconductors Inc. (the “Company”), entered into a compensation agreement (the “Agreement”) with Kun Lin Lee, the Company’s Chief Financial Officer.

     The Agreement is effective as of June 11, 2010, and expires on December 31, 2011. Kun Lin Lee will serve as Chief Financial Officer of Atlantic and will be paid HK$50,000 (approximately US$6,400) per month. Kun Lin Lee shall also be entitled to receive 175,000 to 200,000 shares of the Company’s common stock and up to 1% of any funds raised for the Company during the years 2010 and 2011, up to a maximum of US$400,000.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Compensation Agreement with Kun Lin Lee, Chief Financial
	Officer executed on February 21, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACL SEMICONDUCTORS INC.

By:	/s/ Kenneth Lap Yin Chan
	Kenneth Lap Yin Chan
	Chief Operating Officer
Date: February 24, 2011

EX-10.1

Exhibit-10.1

AGREEMENT

THIS AGREEMENT is made on the 11^th day of June 2010.

BETWEEN:

Atlantic Components Limited (“ATL”), a Hong Kong corporation with its Registered place of business at Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong.

AND

Mr. LEE Kun Lin, with address located Room A, 1/F, Tontex Building, 2 Sheung Hei Street, Kowloon, Hong Kong.

WHEREAS:

“ATL” hereby appoint Mr. LEE Kun Lin as the Chief Financial Officer. Mr. Lee will be responsible for: the Group investor relations; road show; private investment in public equity and special project; quarter’s press release plus 10Q & 10K SEC related issues.

THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.	“ATL” agree to pay Mr. LEE Kun Lin in Hong Kong dollars Fifty Thousand Dollars (“HKD 50,000.00”) per month as consultation fee.
2.	“ATL” will issue 175,000 – 200,000 shares of ACL Semiconductors Inc to Mr. Lee Kun Lin in a year.
3.	This AGREEMENT will operate for a term of 19 months and it will commence on 11th June 2010 and it will expire on 31st December 2011.
4.	Incentive for fund raising projects as they arise: Project ONE: 1% of fund raise for up to USD $40Million in 2010/2011.

The parties hereto have executed this Agreement on the dates set forth above.

Signed for and on behalf of	Signed for and on behalf of
Atlantic Components Limited	Mr. LEE Kun Lin
Date: February 21, 2011	Date: February 18, 2011