UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | March 31, 2010 |
SearchMedia Holdings Limited
__________________________________________
(Exact name of registrant as specified in its charter)
| Cayman Islands | 0001-33800 | 77-0688094 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 15A Zhao Feng Universe Building, 1800 Zhong Shan Xi Lu, Shanghai, China, | 200235 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 86-2164403190 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On March 31, 2010, SearchMedia Holdings Limited issued a press release regarding its intention to file a Form 12b-25 with the Securities and Exchange Commission related to its Form 10-K for the year ended December 31, 2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 99.1 - Press Release dated March 31, 2010.
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 hereunto duly authorized.
| SearchMedia Holdings Limited | ||||
| April 1, 2010 | By: |
Paul Conway
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| Name: Paul Conway | ||||
| Title: Chief Executive Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release Dated March 31, 2010 |
Exhibit 99.1
SearchMedia To File Form 12b-25 related to Form 10-K Filing
Shanghai, China, March 31, 2010 — SearchMedia Holdings Limited (“SearchMedia” or the “Company”) (NYSE Amex: IDI, IDI.WS), one of China’s leading nationwide multi-platform media companies, intends to file a Form 12b-25 with the Securities and Exchange Commission on April 1, 2010, to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2009.
SearchMedia’s review of 2009 financial results is taking longer than anticipated as the Company is assessing the materiality of certain uncollectible accounts receivable related to sales generated primarily in the in-elevator business, which the Company believes will likely result in significant adjustments from previously disclosed estimated financial results for 2009. The Company has begun discussions with several of the original SearchMedia shareholders to address appropriate remedies, which may include cancellation of some of the shares issued in the Share Exchange Agreement. In completing the 2009 financial results, the Company also needs additional time to complete its review of the reverse capitalization structure and other matters which are still being reviewed.
Paul Conway, Chief Executive Officer of SearchMedia, stated, “During the preparation of our 2009 year-end financial statements, we determined that some of the accounts receivable primarily related to the in-elevator business may not be collectible. This could materially impact our revenue and net income for 2009, and as such, we believe it is prudent that we extend our financial audit beyond the March 31, 2010 filing deadline for our Fiscal Year 2009 annual report. We expect to release our 2009 year-end financial results by April 15th, 2010.
Conway continued, “While this situation is disappointing, our senior team, including myself and other recent strategic hires, have quickly and significantly enhanced our internal controls and processes. New staff at our in-elevator business has helped to rationalize the operations and resume growth. Our billboard and subway business remains strong and we continue to build our revenue base and expand our presence in China through new concessions which will increase profitability in 2010. The Company has also made significant progress on new organic and acquisition growth opportunities, in addition to entering into new long-term agreements with management of our operating subsidiaries to enhance the long term growth of our company.”
The complete and final results of the Company’s assessment of its internal controls and financial results will be disclosed in its Annual Report on Form 10-K for the year ended December 31, 2009.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company and one of the largest operators
of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia
currently operates a network of over 1,500 high-impact billboards with over 500,000 square feet of
surface display area and one of China’s largest networks of in-elevator advertisement panels
consisting of approximately 125,000 frames in 50 cities throughout China. Additionally,
SearchMedia operates a network of large-format light boxes in concourses of eleven major subway
lines in Shanghai. SearchMedia’s core outdoor billboard and in-elevator platforms are complemented
by its subway advertising platform, which together enable it to provide multi-platform, “one-stop
shop” services for its local, national and international advertising clients.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts, including
statements about SearchMedia’s beliefs and expectations, may constitute forward-looking statements
as that term is defined by the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expect,”
“anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “confident” and similar
statements. Any forward-looking statements contained herein are based on current expectations, but
are subject to a number of risks and uncertainties that may cause actual results to differ
materially from expectations. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. Potential risks and uncertainties
include, but are not limited to: the collectability of certain accounts receivable, our ability to
achieve long-term profitable growth, the integration of new management into our current management
team, that discussions with original shareholders of SearchMedia may not be concluded successfully
and we may not be able to achieve satisfactory remedies or cancel any shares issued pursuant to the
Share Exchange Agreement; that there may be additional discoveries that negatively impact our
revenues and net income or the adjustments may be greater than anticipated; that there may be
uncollectible accounts receivable or other issues impacting financial results in the Company’s
operating businesses beyond the in-elevator business; that we may be unable to complete our review
in time to release our financial results by April 15, 2010; that the billboard and subway
businesses may be weaker than anticipated and we may not be able to build our revenue bases or
expand our presence in China through new concessions or at all; that potential acquisition and
growth opportunities may not materialize or may not be completed; that we may be unable to enter
into long term agreements with management of our operating subsidiaries on terms satisfactory to
us; and the risks that there are uncertainties and matters beyond the control of management, and
other risks outlined in our filings with the U.S. Securities and Exchange Commission. SearchMedia
cautions readers not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. SearchMedia does not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement to reflect any change in
their expectations or any change in events, conditions or circumstances on which any such statement
is based.
For more information, please contact:
In Beijing: Michael Tieu: +86-10-6599-7960
In New York: Ashley M. Ammon: (646) 277-1227