UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________
FORM 20-F/A
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ________________ to
________________
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report ________________
Commission file number: 333-147086-01
Tongxin International Ltd.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
British Virgin Islands
(Jurisdiction of incorporation or organization)
199 Pierce Street, Suite 202, Birmingham, MI, 48009
(Address of principal executive offices)
Rudy Wilson
Chief Executive Officer,
Tel: 248-593-8330, Fax: 248-252-4743
199 Pierce Street, Suite 202, Birmingham, MI, 48009
(Name, Telephone, E-mail and/or Facsimile number and Address of
Company Contact Person)
Jackie Chang,
Chief Financial & Accounting Officer,
Tel: 248-593-8330, Fax: 248-252-4743
199 Pierce Street, Suite 202, Birmingham, MI, 48009
(Name, Telephone, E-mail and/or Facsimile number and Address of
Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Ordinary shares The NASDAQ Global Market LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
11,205,270 ordinary shares
5,031,250 warrants
123,006 units
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[ ] Yes [x] No
If this report is an annual or transaction report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
[ ] Yes [x] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[ ] Yes [x] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one):
[ ] Large Accelerated Filer [ ] Accelerated Filer [x] Non-Accelerated Filer
Indicate by check mark which financial statement item the registrant has
elected to follow.
[ ] Item 17 [x] Item 18
Indicate by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this filing.
[x] U.S. GAAP [ ]International Financial Reporting Standards as
issued by the International Accounting Standards
Board [ ] Other
If "Other" has been checked in response to the previous question, indicate
by check mark which financial statement item the registrant has elected to
follow.
[ ] Item 17 [ ] Item 18
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [x] No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
[ ] Yes [ ] No
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Signatures
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, thereunto duly authorized.
TONGXIN INTERNATIONAL LTD.
-----------------------------
(Registrant)
/s/ Rudy Wilson
-----------------------------
Name: Rudy Wilson
Title: Chairman of the Board
and Chief Executive Officer
/s/ Jackie Chang
Name: Jackie Chang
Title: Chief Financial Offier
and Cheif Accounting Officer
Date: June 18, 2009
=========================================================================
Exhibit 1:
The Company is filing this Form 20F/A as an amendment to the Form 20-F
filed May 18, 2009, to clarify that the date of the Audit Opinion letter
from Malone and Bailey is May 15, 2009 instead of May 15, 2008.