Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 02 2019 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 000-54191
NOTIFICATION OF LATE FILING
ý
Form 10-K
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¨
Form 11-K
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¨
Form 20-F
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¨
Form 10-Q
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Form N-SAR
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For Period Ended: December 31, 2018
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Transition Report on Form 10-K
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¨
Transition Report on Form 10-Q
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¨
Transition Report on Form 20-F
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Transition Report on Form N-SAR
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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
Full name of registrant
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SINO AGRO FOOD, INC.
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Address of principal executive office
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Room 3801, China Shine Plaza, No. 9 Lin He Xi Road
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City, state and zip code
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Tianhe County, Guangzhou, PRC
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PART II
RULE 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.)
x
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof will be filed on or before the 15
th
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
The
compilation, dissemination and review of the information required to be presented in the Form 10-K for the fiscal year ended December
31, 2018 has imposed requirements that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense
to the registrant.
Part
IV
Other
Information
(1) Name and telephone number of person to contact in regard
to this notification
Lee Yip Kun Solomon
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(860)
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20 22057860
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(Name)
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(Area Code)
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(Telephone Number)
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(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).
x
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?
x
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.
The registrant’s revenue on the sales
of goods sold decreased to 141,670,564 for the year ended December 31, 2018, representing a decrease of $50,640,439 compared to
$181,183,609 for the year ended December 31, 2017. The decrease was primarily attributable to the continuing depressed cattle and
beef industry evidenced by the decrease of revenues from SJAP’s operation (from $27.9 million 2017 to $19.3 million in 2018)
and the dis-continuing operation of QZH (from $49.3 million in 2017 to $0 in 2018) with the minor decrease in the JHST/Plantation
sector (from $4.6 million in 2017 to $3.6 million in 2018) and the Corporate Trading (SIAF & CA) (from $71.8 million in 2017
to $68.5 million in 2018) off-set by the increase in HAS’s fertilizer sector (from $7.2 million in 2017 to $9.6 million in
2018) and MEIJI/Cattle farm sector (from $20.4 million in 2017 to $29.6 million in 2018), collectively.
The registrant’s revenue generated
from the consulting and service sector decreased to $11.1 million for the year ended December 2018, representing a decrease of
$5.9 million compared to 17.0 million for the year ended December 31, 2017. The decrease was primarily attributable to the limited
capital expenditure being employed by Tri-way Industries Limited (TW) on its fishery developments and projects whereas CA is the
turnkey contractor and consulting engineer for TW.
SINO AGRO FOOD, INC.
Name of Registrant as Specified in Charter.
Has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: April 2, 2019
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/s/ Lee Yip Kun Solomon
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By: Lee Yip Kun Solomon
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Title: Chief Executive Officer
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