UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-147086-01
TONGXIN INTERNATIONAL LTD.
_____________________________________________________________________
(Translation of Registrant's Name into English)
199 Pierce Street,Suite 202
Birmingham, Michigan 48009
_____________________________________________________________________
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T
Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T
Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the
laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant's "home country"), or under the rules
of the home country exchange on which the registrant's securities are
traded, as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrant's
security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
This form 6-K consists of the following exhibits attached hereto:
1. Press release dated July 15, 2010, relating to Tongxin
International Ltd. updates shareholders on 2009 audit.
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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.
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(Registrant)
By: /s/ Rudy Wilson
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Name: Rudy Wilson
Title: Chairman of the Board
and Chief Executive Officer
Date: July 15, 2010
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EXHIBIT
Exhibit Number Description
1. Press release dated July 15, 2010, relating to Tongxin
International Ltd. updates shareholders on 2009 audit.
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Tongxin International Ltd., ("TXI") a British Virgin Islands company, files
its annual reports on Form 20-F. TXI filed a Form 12b-25 to obtain an
extension of the filing date for its Form 20-F covering the year ended
December 31, 2009 until July 15, 2010.
The Board of Directors of TXI regrets to inform all Shareholders that it
is unable to publish its Audited Consolidated Financial Statements for
the year ended December 31, 2009 within the extended timeframe of July 15,
2010. The Company is in the process of obtaining adequate documentation
to support and determine the appropriate accounting treatment of certain
related-party transactions of approximately US $7.7 million with a
related party, Meihua Bus ("MB"). TXI will file audited financial
statements as soon as they become available.
TXI's wholly-owned operating subsidiary is Hunan Tongxin Enterprise Co.,
Ltd. ("HT") in the Peoples Republic of China ("PRC"). TXI acquired HT in
2008. When HT sought approval from the PRC to be acquired by TXI, there
were concerns that government approval would not be forthcoming unless
HT spun off its bus manufacturing business. Therefore, HT spun off its
bus manufacturing business which resulted in the creation of MB as a
separate company in July 2007.
As a result of the foregoing, the Company's completion of its annual
consolidated financial statements and required disclosures are being
delayed pending the Company's review of these related-party matters.
The Company's Audit Committee has obtained a third-party to assist in
obtaining adequate documentation of this review. The Company's Audit
Committee and Management have discussed the facts and circumstances of
these related-party matters with the Company's independent auditors.
The following unaudited financial information for the year ended December
31, 2009 is included for informational purposes. The Company cautions
that the financial information being presented is both unaudited and
subject to further review and possible change. Additionally, these
results do not provide complete financial information and are subject to
audit by the Company's independent auditors. However, subject to the
foregoing caveats, the Company believes that the information below
represents the best information currently available to the Company's
management.
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(US$ amounts expressed in thousands, except for share data)
Ended and Period May to Period December December December
as of December 2008 January to 31, 2008 31, 2007 31, 2006
December31, and as of April 2008
2009 December 31, and as of
2008 April 30,2008
---------- -------------- ------------ -------- -------- --------
(unaudited) (audited) (audited) (audited) (audited) (audited)
Sales: $121,629 $ 55,770 $ 42,588 $ 98,358 $ 89,873 $ 66,605
Cash 16,493 11,313 5,429 11,313 1,662 3,582
Restricted cash 4,692 5,836 - 5,836 - -
Cash Receipts from
Warrants Exercise 10,732 - - - - -
Net Loan Repayment (4,907) (6,398) 72 (6,326) (3,960) 2,354
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Warrants Outstanding 2,876,274 5,022,742 5,031,250 N/A N/A N/A
Basic Shares 11,846,273 11,294,633 72,521,705 11,294,633 72,521,705 72,521,705
(1) These amounts were derived from audited financial statements for the
periods presented.
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REVENUES
The Company had total revenues of $121.6 million in 2009 compared to $98.4
million in 2008, representing an increase of $23.3 million or 23.7%. The
increase was due primarily to Tongxin's market share increase during the
period reflecting increased unit shipments of finished cabs and components
to new customers as well as an increase in shipments to Vietnam of 4,810
EVBS (including 5 different EVBS models). The Vietnamese automotive market
began to show signs of returning to annual growth trend of approximately
15% in 2009 versus 2008. The Company expects that this emerging market will
continue to growth in 2010. The Company does not anticipate any material
changes in prices to customers in this market. The Company's sales were not
impacted by the cost reduction of the steel material in 2009.
WARRANTS
The Company had 2,876,274 outstanding warrants that were in-the-money as
of December 31, 2009. The Company had 5,022,742 outstanding warrants that
were out-of-the-money as of December 31, 2008.
Safe Harbor Statement
This 6-K may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, about TXI and HT. Forward
looking statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and expectations
of TXI management, are subject to risks and uncertainties, which could cause
actual results to differ from the forward looking statements. The following
Important factors which may cause actual results to differ from those
contemplated in such forward-looking statements include, but are not limited
to: (i) the results of TXI's efforts to implement its business strategy,
(ii) changes in interest rates, (iii) legislation or regulatory requirements
adversely impacting TXI's business and/or strategy, (iv) adverse changes
in business conditions or inflation, (v) general economic conditions, either
nationally or internationally, which are less favorable than expected and
that result in, among other things, a deterioration in credit quality and/or
collectability, (vi) competitive pressures, (vii) changes in securities
markets, (viii) actions of competitors of TXI and TXI's ability to respond
to such actions, (ix) the cost of capital, which may depend in part on TXI's
prospects and outlook, (x) changes in governmental regulation, tax rates and
similar matters, and (xi) other risks detailed in TXI's other filings with
the Securities and Exchange Commission.
For more information, please contact:
COMPANY:
Mr. Rudy Wilson, CEO
Tel: 248-593-8330
Email:rudy@txicint.com
Ms. Jackie Chang, CFO
Tel: 626-660-7117
China:+86-13467553808
Email:jackie@txicint.com
Web: www.txicint.com