SEC Filings

Form 10-Q-dated August 13, 2013
Author:Aoxin Tianli Date:Aug/14/2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM 10-Q

 
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended June 30, 2013
 
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from                      to                     .
 
Commission File Number 001-34799
 
TIANLI AGRITECH, INC.
(Exact name of registrant as specified in its charter)
     
British Virgin Islands
 
Not applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
Suite F, 23rd Floor, Building B, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan City
Hubei Province, China 430010
(Address of principal executive offices and zip code)
 
(+86) 27 8274 0726
(Registrant’s telephone number, including area code)
     
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
                 
Large accelerated filer
 
¨
   
  
Accelerated filer
 
¨
         
Non-accelerated filer
 
¨
 
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of August 12, 2013, the Registrant had outstanding 11,194,000 shares of common stock, par value $0.001 per share.
 
 
 

 
 
TIANLI AGRITECH, INC.
FORM 10-Q
 
INDEX
 
    SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS  
1
SPECIAL NOTE REGARDING NASDAQ  MARKETPLACE RULES
 
1
     
PART I    FINANCIAL INFORMATION
  
1
      Item 1.
  
Financial Statements.
  
2
      Item 2.
  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
31
      Item 3.
  
Quantitative and Qualitative Disclosures about Market Risk.
  
39
      Item 4.
  
Controls and Procedures
  
39
PART II    OTHER INFORMATION
  
40
      Item 1A.
  
Risk Factors
  
40
      Item 6.
  
Exhibits
  
40
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K for the fiscal year ended  December 31, 2012 filed on March 14, 2013.
 
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, the Company undertakes no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
 
SPECIAL NOTE REGARDING NASDAQ MARKETPLACE RULES
 
Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of most of the requirements of the 5600 Series of the NASDAQ Marketplace Rules. In order to claim such an exemption, we must disclose the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under
NASDAQ’s corporate governance requirements.
 
NASDAQ Marketplace Rule 5635 requires each issuer to obtain shareholder approval prior to certain dilutive events, including a transaction other than a public offering involving the sale of 20% or more of the issuer’s common shares outstanding prior to the transaction for less than the greater of book or market value of the stock. The presence of this rule would preclude us from raising a significant amount of capital through the sale of our common stock for less than the greater of the book value of our common stock or market value of our common stock.  The book value of our common stock is currently in excess of $3.50 per common share, far in excess of the market price of our common stock.
 
We are currently seeking to determine whether there is a rule comparable to NASDAQ Rule 5635 in the British Virgin Island, our home country.  Once we determine whether such a rule exists we will consider whether it is appropriate to follow such rule or NASDAQ Rule 5635.
 
 
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