Notification That Form 20-f Will Be Submitted Late (nt 20-f)
30 April 2016 - 7:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC
FILE NUMBER
001-33821
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CUSIP
NUMBER
92833U103
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(Check one):
¨
Form 10-K
x
Form
20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form 10-D
¨
Form N-SAR
¨
Form N-CSR
For Period Ended:
December 31, 2015
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition
Report on Form 11-K
¨
Transition Report on Form 10-Q
¨
Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Not applicable
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PART I — REGISTRANT
INFORMATION
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VisionChina
Media Inc.
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Full Name of Registrant
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Former Name if Applicable
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1/F
Block No.7 Champs Elysees
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Nongyuan
Road, Futian District
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Address of Principal
Executive Office
(Street and Number)
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Shenzhen
518040, People’s Republic of China
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City, State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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x
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
VisionChina Media Inc. (the “Company”) respectfully
notifies the Securities and Exchange Commission that the Company is unable to file its annual report on Form 20-F for the year
ended December 31, 2015 (the “Form 20-F”) on or before the prescribed due date of May 2, 2016 without unreasonable
effort or expense, as it needs additional time to prepare and review its consolidated financial statements as of and for
the year ended December 31, 2015 and notes thereto, as well as to complete its assessment of the effectiveness of its internal
control over financial reporting.
The Company’s management expects that the Form 20-F will
be filed within the fifteen-day grace period permitted by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This notification on Form 12b-25 includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
both as amended by the U.S. Private Securities Litigation Reform Act of 1995. The words “expects” and “intends”
and similar terms and phrases are used in this notification to identify forward-looking statements, including statements regarding
the estimated timing for the filing of the Company’s Form 20-F. Risks, uncertainties and assumptions that could affect the
Company’s forward-looking statements include, among other things, the time needed for the Company to finalize and file its
Form 20-F. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Limin
Li
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(86
755)
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8293-2222
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed ? If answer is no,
identify report(s).
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Yes
x
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No
o
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(3)
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) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
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Yes
x
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No
o
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
As of the date hereof, the Company has not yet
finalized its consolidated financial statements as of and for the year ended December 31, 2015 to be included in the Form
20-F, nor the other disclosures required therein. However, the Company anticipates the following significant changes in
results of operations from the last fiscal year will be reflected in the consolidated financial statements to be included in
the Form 20-F. The Company estimates that revenues for the year ended December 31, 2015 were approximately in the range
of $78.5 million to $79.5 million, a decrease of approximately 24.4% to 23.4% from the year ended December 31, 2014. The
decrease was primarily a result of the Company’s termination of certain unprofitable exclusive concession contracts
related to advertisements in mass transportation systems. The Company estimates that net loss attributable to its
shareholders for the year ended December 31, 2015 was approximately in the range of $19.3 million to $19.9 million, compared
with a net loss attributable to shareholders of $31.1 million in 2014. The decrease in net loss attributable to shareholders
was primarily a result of the Company’s termination of certain unprofitable exclusive concession contracts related
to advertisements in mass transportation systems.
The financial data presented above are subject to
revision based upon the completion of the Company’s consolidated financial statements as of and for the year ended December
31, 2015.
VisionChina
Media Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
April 29, 2016
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By:
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/s/
Limin Li
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Name:
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Limin Li
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Title:
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Chairman of the Board of
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Directors and Chief Executive Officer
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INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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