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TGS International Ltd. – ‘NT 10-Q’ for 6/30/22

On:  Friday, 8/12/22, at 6:00am ET   ·   Effective:  8/12/22   ·   For:  6/30/22   ·   Accession #:  1640334-22-1729   ·   File #:  333-217451

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/12/22  TGS International Ltd.            NT 10-Q     6/30/22    1:28K                                    Pubco Reporting … Inc/FA

Notice of a Late Filing of a Form 10-Q Quarterly Report   —   Form 12b-25   —   Rule 12b-25

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-Q     Notice of a Late Filing of a Form 10-Q Quarterly    HTML     27K 
                Report                                                           


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

SEC File Number: 001-34864

 

NOTIFICATION OF LATE FILING

 

(Check One):

Form 10-K

Form 20-F

Form 11-K 

Form 10-Q

Form 10-D

Form N-CEN 

 

Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended: June 30, 2022                                       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transition Report on Form 10-K

 

Transition Report on Form 20-F

 

Transition Report on Form 11-K

 

Transition Report on Form 10-Q

 

 

 

 

For the Transition Period Ended: _________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

 

TGS International Ltd.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

Unit N1, 3/F, W Luxe, No.5 On Yiu Street 

Address of Principal Executive Office (Street and Number)

 

Shatin, New Territories, Hong Kong

City, State and Zip Code

 

 

 

 

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.)

 

 

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN 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

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III -- NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

 

The Registrant is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (“Q2 2022 Report”) within the prescribed time period.

 

As reported by the Registrant in its prior filing to the Securities and Exchange Commission, the Company was unable to file on a timely basis its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) due to the circumstances related to the finalization of the Company’s audit procedures, which mainly affected by the COVID-19 anti-epidemic policy implemented by the Hong Kong and Mongolia governments. The Registrant is currently working diligently to complete the audit procedures and is continuing to have discussions with its external auditor regarding certain financial documentation, open audit questions and conclusions, and as of the date hereof has not filed the Annual Report. Given the delay in filing the Annual Report, the Company and its external auditor need additional time to complete certain reviews and analyses of certain financial and other related data and documentation for the second quarter of 2022. As such, the Company is unable to file the Q2 2022 Report within the prescribed time period without unreasonable effort or expense. The Registrant is unable to predict a specific filing date for the Q2 2022 Report currently. However, the Registrant intends to file the Annual Report and the Q2 2022 Report as soon as practicable.

 

PART IV -- OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Tao Wang

 

852

 

2116-3863

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

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 the answer is no, identify report(s). ☒ Yes     ☐ No

 

 

(3)

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? ☐ Yes     ☒ No

 

 

 

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.

 

 
2

 

 

 TGS International Ltd.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 12, 2022

By:

/s/ Chun Wah John Sung

 

 

Chun Wah John Sung

 

 

 

Chief Executive Officer

 

 

 
3

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘NT 10-Q’ Filing    Date    Other Filings
Filed on / Effective on:8/12/22
For Period end:6/30/22
12/31/21NT 10-K
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Filing Submission 0001640334-22-001729   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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