UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

OMB APPROVAL

OMB Number: . . . . . . . . . . . . . 3235-0058

Expires: . . . . . . . . . . . . . . August 31, 2015

Estimated average burden

hours per response. . . . . . . . . . . . . . . .2.50

 

SEC FILE NUMBER

 

001-35436

 

CUSIP NUMBER

 

G0440W100

 

 

(Check One): ¨ Form 10-K  ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR

 

For Period Ended: August 31, 2013

 

¨ 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: _____________

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

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:  N/A

 

PART I – REGISTRANT INFORMATION

 

ANDINA ACQUISITION CORPORATION

Full Name of Registrant

 

N/A

Former Name if Applicable

 

Carrera 10 No. 28-49, Torre A. Oficina 20-05

Address of Principal Executive Office (Street and Number)

 

Bogota, Colombia

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;
x  (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-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 the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, NBSAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

 

The Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2013 was unable to be completed in time without unreasonable effort and expense to the Company because the Company does not have a full-time administrative and accounting staff. As a result of the foregoing, the Company was unable to accurately and completely compile the information required to be included in the Form 10-Q within the prescribed time period.

 

PART IV – OTHER INFORMATION

 

(1)

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

 

 

B. Luke Weil

(Name)

646

(Area Code)

684-3045

(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 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 Company anticipates that its Form 10-Q for the quarter ended August 31, 2013 will contain results of operations that reflect a significant change from the quarter ended August 31, 2012. However, the Company cannot reasonably estimate the difference in results of operations to be reported in the Form 10-Q compared to the prior period at this time because the Company is still in the process of finalizing all necessary calculations and adjustments necessary for the financial statements.

 

 

 

 

ANDINA ACQUISITION CORPORATION

(Name of Registrant as Specified in Charter)

 

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

 

Date:  October 16, 2013 By: /s/ B. Luke Weil
    B. Luke Weil, Chief Executive Officer

 

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).