8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2013

TONGXIN INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

British Virgin Islands
(State or other jurisdiction of incorporation) 333-147086-01
(Commission File No.)
(IRS Employer Identification No.)

199 Pierce Street, Suite 202, Birmingham, Michigan 48009
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 593-8330

(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 April 5, 2013 the board of directors of Tongxin International Ltd. (the “Company”) received a resignation letter from Mr. David J. Brophy, wherein Mr. Brophy resigned as a director of the Company effective April 9, 2013. Mr. Brophy’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 5, 2013 the board of directors of Tongxin International Ltd. received a resignation letter from Mr. William E. Zielke, wherein Mr. Zielke resigned as a director and officer of the Company effective April 9, 2013. Mr. Zielke’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 5, 2013 the board of directors of Tongxin International Ltd. was advised by Mr. Ai Xing the he was resigning as a director of the Company effective April 9, 2013. Mr. Ai Xing’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Tongxin International Ltd. (Pink Sheets: TXIC) issued a news release dated April 8, 2013 and entitled “Tongxin International Announces Corporate Restructuring” regarding the above events. A copy of such news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the press release filed as an exhibit to this Form 8-K may contain statements regarding the Company’s expectations plans, goals, objectives, assumptions or information about future events, any and all of which may constitute forward-looking statements or information under applicable securities laws. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct.

All forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include those described in the Company’s reports to the SEC, and, among others, the cost and timing of implementing restructuring actions, the Company’s ability to generate cost savings or manufacturing efficiencies to offset or exceed contractually or competitively required price reductions or price reductions to obtain new business, conditions in the automotive industry, certain global and regional economic conditions, the continuing ability of the Company to prepare and timely file statements or reports with the SEC, and the effect of any goodwill impairment analyses that the Company may perform in the future. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.

The forward-looking statements or information contained in this Form 8-K and the press release filed as an exhibit to this Form 8-K are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Tongxin International Ltd. news release dated April 8, 2013, entitled “Tongxin International Announces Corporate Restructuring”.

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 hereunto duly authorized.

	TONGXIN INTERNATIONAL LTD.
Date: April 8, 2013	By: /s/ William E. Zielke
	Name: William E. Zielke
	Its: Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Tongxin International, Ltd

Tongxin International Announces Corporate Restructuring

CHANGSHA, China, April 8, 2013 – Tongxin International Ltd. (Pink Sheets: TXIC), a China-based manufacturer of engineered vehicle body structures (“EVBS”) and stamped parts for the commercial automotive industry, today announced that its Chairman, Zhang Duanxiang, will be assuming the added roles of Chief Executive Officer and Chief Administration Officer of Tongxin International. Zhang Duanxiang will be replacing William Zielke as CEO. Mr. Zielke has also resigned from the Board of Directors effective April 9, 2013.

Mr. Zhang Duanxiang, founder of Hunan Tongxin Enterprises and Chairman of the Board of TXIC, stated, “William Zielke has played a very valuable role over the past two and half years as the Company’s CEO, leading it toward rebuilding its path as both a viable public Company and as an operating company within China. Having also held the prior positions of member of our Audit Committee, Chairman of the Nomination Committee, and member of the Compensation Committee within our Board, Mr. Zielke leaves the Company in a more favorable posture than we have had during the past few years. We thank him for his dedicated service and wish him well in his future endeavors.”

In related matters, Dr. David J. Brophy has resigned from both his role as current Chairman of the Audit Committee and his directorship effective April 9, 2013. Dr. Brophy has served as a member of the Board of Directors and Chairman of the Audit Committee since the founding of TXIC. Mr. Ai Xing also announced his resignation as independent director of TXIC effective April 9, 2013. He served as Chairman of the Compensation Committee and as a member of the Board.

Mr. Zhang Duanxiang continued, “We also want to thank Dr. Brophy and Mr. Ai Xing for their dedicated service and wish them well in their future endeavors. Their leadership and experience have been invaluable to assisting the Company through some very difficult times.”

The Board of Director resignations brings the number of Board members to three.

About Tongxin International Ltd.

Tongxin International Ltd., the largest independent supplier of EVBS in China, is capable of providing EVBS for both the commercial truck and light vehicle market segments. The Company also designs, fabricates and tests dies used in the vehicle body structure manufacturing process. EVBS consists of exterior body panels including doors, floor pans, hoods, side panels and fenders. Tongxin International Ltd. maintains a network of over 130 customers throughout 21 provinces in China. Headquartered in Changsha, the Company also maintains regional manufacturing in Ziyang and Zhucheng.  For more information, please visit www.txicint.com or www.hntx.com.

Forward-Looking Statements

Statements contained in this press release, which are not historical fact, constitute Forward-Looking Statements. Actual results may differ materially due to numerous important factors that are described in Tongxin International Ltd.'s reports to the SEC, which may be revised or supplemented in subsequent reports to the SEC. Such factors include, among others, the cost and timing of implementing restructuring actions, the Company's ability to generate cost savings or manufacturing efficiencies to offset or exceed contractually or competitively required price reductions or price reductions to obtain new business, conditions in the automotive industry, and certain global and regional economic conditions. Tongxin International Ltd. does not intend or assume any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

Investor Relations Contact:T	Tongxin Corporate Headquarters
Stanley Wunderlich	199 Pierce Street, Suite 202
Consulting For Strategic Growth 1, Ltd.	Birmingham, MI 48009
Tel: 1-800-625-2236 ext. 7770	www.txicint.com
Email: info@cfsg1.com	www.hntx.com
Website: www.cfsg1.com