-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NR6meSLER+nLUQLU7oQNpJBAdHsh5BReIp1Ap2e8YnVdi+PMHslwIXUElsBx/j6R cxabG0V0U/nnFIb5nX0I2g== 0001422185-09-000028.txt : 20091113 0001422185-09-000028.hdr.sgml : 20091113 20091113120111 ACCESSION NUMBER: 0001422185-09-000028 CONFORMED SUBMISSION TYPE: 6-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091113 FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tongxin International, Ltd. CENTRAL INDEX KEY: 0001422185 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 6-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34119 FILM NUMBER: 091180025 BUSINESS ADDRESS: STREET 1: PO BOX 173 SEA MEADOW HOUSE, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 7347615888 MAIL ADDRESS: STREET 1: PO BOX 173 SEA MEADOW HOUSE, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 6-K/A 1 a6kq2-2009.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A 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. The Company is filing this Form 6-K/A as an amendment to the Form 6-K filed August 11, 2009, to record on a quarterly basis the calculation of the non-cash loss of unrealized warrants on the three reporting period ended September 30, 2009. The non-cash warrant loss for the nine month reporting period ended September 30, 2009 was reported in the 6-K filed on November 9, 2009. Previously the Company recorded the calculation of the non-cash value of unrealized warrants on an annual basis. - ------------------------------------------------------------------------- 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) By: /s/ Rudy Wilson ----------------------------- Name: Rudy Wilson Title: Chairman of the Board and Chief Executive Officer /s/ Jackie Chang ----------------------------- Name: Jackie Chang Title: Chief Financial and Accounting Officer Date: November 13, 2009 ========================================================================= EXHIBIT Exhibit Number Description 1. The Company is filing this Form 6-K/A as an amendment to the Form 6-K filed August 11, 2009, to record on a quarterly basis the calculation of the non-cash loss of unrealized warrants on the three reporting period ended September 30, 2009. The non-cash warrant loss for the nine month reporting period ended September 30, 2009 was reported in the 6-K filed on November 9, 2009. Previously the Company recorded the calculation of the non-cash value of unrealized warrants on an annual basis. ========================================================================= CONSOLIDATED BALANCE SHEETS As of June 30, 2009 and 2008 and December 31, 2008 (US$ amounts expressed in thousands, except for share data and earnings per share)
June 30,2009 June 30,2008 December 31,2008 ---------------- ---------------- ------------------- (unaudited) (Unaudited) (audited) Assets Current assets: Cash and cash equivalents $ 10,374 $ 15,966 $ 11,313 Restricted cash-Security deposit 3,812 - 5,836 Accounts receivable - Trade, net of allowance 24,613 20,248 13,153 Other receivable - net of allowance for doubtful accounts 1,270 2,476 1,600 Due from related party - 9,855 17,313 Notes receivable 4,523 4,937 - Inventories 16,808 18,225 19,096 Investment in marketable securities 147 73 146 Prepaid expenses 3,779 7,644 4,197 Deferred tax assets 1,947 1,674 2,067 --------------- -------------- -------------- Total current assets 67,273 81,098 74,721 --------------- -------------- -------------- Investments in non-consolidated subsidiaries and affiliates 473 907 208 Property,plant and equipment, net of depreciation 38,373 31,167 36,918 Land occupancy rights 11,011 2,028 9,633 HNTX internal receivable 41 - - Deferred income tax 879 - - Goodwill 19,296 - 36,696 --------------- -------------- -------------- Total assets 137,346 115,200 158,176 --------------- -------------- -------------- Liabilities and Stockholders' equity Current liabilities: Accounts payable 13,926 18,677 21,037 Accrued expenses and other liabilities 1,670 11,602 7,393 Income taxes payable 3,422 17,975 17,418 Short-term loans 24,965 18,976 16,669 Short-term loans from shareholders - 2,463 8,591 Warramt liabilities 7,182 - 452 --------------- -------------- -------------- Totoal current liabilities 51,165 69,693 71,560 Long-term Liabilities: Long-term loans - 2,736 4,523 Long-term loans from shareholders - 10,476 - Deferred tax liability 2,256 - 2,243 Other - 24 25 --------------- -------------- ------------- Total liabilities 53,421 82,929 78,351 Shareholders' equity: Common stock - $0.001 par value, authorized, 39,000,000 shares; issued 12,889,758 shares and outstanding 11,300,336 shares 13 8,762 13 Reserve funds - 13,059 - Additional paid-in capital 77,081 - 77,081 Treasury stock, 1,589,422 shares (7,682) - (7,682) Accumulated other comprehensive income 426 2,421 Retained earnings 14,087 8,077 9,987 --------------- -------------- ------------- Total shareholders' equity 83,925 32,271 79,825 --------------- -------------- ------------- Total liabilities and shareholders' equity 137,346 115,200 158,176 --------------- -------------- -------------
==================================================================== CONSOLIDATED STATEMENTS OF OPERATIONS For the three months April 1st through June 30, 2009 and 2008 and six months January 1st through June 30, 2009 and 2008 (US$ amounts expressed in thousands, except for share data and earnings per share)
Three months ended June 30, Six months ended June 30, -------------------------- ------------------------ 2009 2008 2009 2008 ------------ ------------ ----------- ----------- (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ 34,862 $ 23,198 $ 64,361 $ 53,479 Cost of Goods Sold (26,994) (18,511) (48,065) (41,245) Gross Profit 7,868 4,687 16,296 12,234 Operating expenses: Selling and (1,442) (926) (4,107) (2,983) General and administrative (Unrealized Warrant gain/(loss)) and Other income (6,428) 0 (6,158) 0 Interest expense (585) (615) (1,101) (1,230) Income before income taxes (587) 3,146 4,930 8,021 Income tax expense (1,720) (694) (3,138) (1,977) ------------ ------------ ---------- ---------- Net Income (2,307) 2,452 1,792 6,044 Other comprehensive income 0 0 0 0 ------------ ------------ ---------- ---------- Comprehensive income (2,307) 2,452 1,792 6,044 Net Income per share-basic (0.20) 0.22 0.16 0.54 Net Income per share-diluted (0.18) 0.19 0.14 0.47 Weighted average shares outstanding 11,294,633 11,294,633 11,294,633 11,294,633 Weighted average shares outstanding-diluted 12,925,932 12,925,932 12,925,932 12,925,932
=================================================================== Consolidated Statements of Cash Flows For the six months ended June 30, 2009 and twelve months ended December 31, 2008 (US$ amounts expressed in thousands)
Six Months Ended June 30, 2009 December 31, 2008 ------------------ ----------------- (unaudited) (audited) Cash flows from operating activities: Net income $ 1,792 $ 20,486 Adjustments to reconcile net income to net cash provided by operating activities: Reversal of bad debt allowance - (944) Depreciation expense 733 2,828 Amortization expense - 54 Unrealized gain on warrant 6,730 (13,535) Changes in operating assets and liabilities: (Increase)/decrease in inventories 2,288 (5,112) (Increase)/decrease in trade accounts / notes receivable (15,983) 11,453 (Increase)/decrease in Due from related party 17,313 (1,724) (Increase)/decrease of prepaid expenses and other current assets 2,441 (1,275) (Increase)/decrease in deferred tax assets 120 192 (Increase)/decrease in other receivable 330 2 Increase/(decrease)in accounts payable (7,111) 967 Increase/(decrease)of accrued expenses, and other liabilities (2,306) (943) ------------- -------------- Net cash provided by operating activities 6,347 12,449 ------------- -------------- Cash flows from investing activities: Acquisition of Hunan Tongxin Enterprise Co., Ltd., net of cash acquired of $5,319 - (7,700) Cash paid for purchase of fixed assets and intangible assets (3,566) (9,493) Cash paid for investment (265) (75) ------------- ------------- Net cash used in investing activities (3,831) (17,268) ------------- ------------- Cash folws from financing activities: Proceeds from loans 3,773 23,649 Proceeds from loans-related parties (8,591) 9,894 Debt repayments (25) (23,444) Debt repayments-related parties - (16,425) ------------- ------------- Net cash (used in) provided by financing activities (4,843) (6,326) ------------- ------------- Effect of foreign exchange rate changes 1,388 199 Net increase(decrease)in cash and cash equivalents (939) 9,651 Cash and cash equivalents at beginning of year 11,313 1,662 Cash and cash equivalents at end of year 10,374 11,313 Supplemental information: Income taxes paid 3,138 2,843 Interest paid 1,102 2,702
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