abat8k20101102.htm

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

COMMISSION FILE NO.: 1-33726



Date of Report: November 2, 2010

 
 

ADVANCED BATTERY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
   
   
Delaware
22-2497491
(State of other jurisdiction of
(IRS Employer
incorporation or organization
Identification No.)
   
   
15 West 39th Street, Suite 14A, New York, New York
10018
(Address of principal executive offices)
(Zip Code)
   
   
212-391-2752
(Registrant’s telephone number including area code)




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 4.02                      Non-Reliance on Previously Issued Financial Statements

On November 2, 2010 the Registrant’s Chief Financial Officer, pursuant to authority from the Board of Directors, concluded that the following financial statements should not be relied upon:

 
●
the financial statements of the Registrant for the year ended December 31, 2008 included  in its Annual Report on Form 10-K  for the years ended December 31, 2009 and 2008; and
 
●
the financial statements included by the Registrant in its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2008, March 31, 2009, June 30, 2009 and September 30, 2009.

The determination was based on her conclusion that the Registrant had failed to properly account for the value of common stock purchase warrants issued by the Registrant in August 2008 and June 2009.  The Chief Financial Officer has discussed this determination with the Registrant’s independent accountant.

The Registrant will amend its filings to correct the error.  The effect of the amendments included in those filings will be to:

 
●
add to the balance sheets a long-term liability titled “Warrant Liability,” the balance of which will be a reduction in Stockholders Equity; and
 
●
add to Other Income/Expenses on the Statements of Operations an item titled “Change in Fair Value of Warrants,” the amount of which will increase or decrease Net Income.

The following are Management’s current estimates of the Warrant Liability and Change in Fair Value of Warrants that will be recorded.  The estimates may be adjusted in the amended filings as a result of further review.

Warrant Liability, as of
      
December 31, 2008
   $ 3,429,992  
         
September 30, 2008
   $ 3,996,564  
March 31, 2009
   $ 2,965,306  
June 30, 2009
   $ 17,455,917  
September 30, 2009
   $ 17,185,974  

Change in Fair Value of Warrants
      
Year Ended December 31, 2008
   $ 4,090,812  
         
Three Months Ended September 30, 2008
   $ 3,524,241  
Three Months Ended March 31, 2009
   $ 464,686  
Three Months Ended June 30, 2009
   $ (4,976,178 )
Three Months Ended September 30, 2009
   $ 269,943  


 
 
 

The Registrant’s Chief Financial Officer has also determined that the Registrant improperly accounted for $1.2 million in undisclosed liabilities of Wuxi Angell Autocycle Co., Ltd., which it acquired on May 4, 2009.  The liabilities were recorded as general and administrative expenses in the Registrant’s financial statements.  They should, instead, have been recorded as a reduction to the Gain on Bargain Purchase that the Registrant reported as a result of the acquisition.

The Registrant’s financial statements included in its Quarterly Reports for the periods ended June 30, 2009 and September 30, 2009 and in its Annual Report on Form 10-K for the year ended December 31, 2009 will be amended to correct the error with respect to the Wuxi Angell liabilities.  The following are Management’s current estimates of the changes that will result.  The estimates may be adjusted in the amended filings as a result of further review.

   
Reported
    
Amended
  
Form 10-Q June 30, 2009
            
             
Deferred Tax Liability
   $ 3,468,262     $ 3,025,847  
Retained Earnings
     42,983,451       43,425,866  
                 
Selling, General & Administrative - 6 months
   $ 4,636,398     $ 3,436,398  
Operating Income - 6 months
     6,522,661       7,722,661  
Gain on Bargain Purchase
     9,909,320       8,645,276  
Net Income - 6 months
     11,590,401       12,032,816  
                 
Form 10-Q September 30, 2009
                
Deferred Tax Liability
   $ 3,468,262     $ 3,025,847  
Retained Earnings
     47,799,528       48,241,943  
                 
Selling, General & Administrative
   $ 6,900,571     $ 5,700,571  
Operating Income
     11,766,773       12,966,773  
Gain on Bargain Purchase
     9,909,320       8,645,276  
Net Income - 9 months
     16,406,478       16,848,893  
                 
Form 10-K December 31, 2009
                
Deferred Tax Liability
   $ 3,468,262     $ 3,025,847  
Retained Earnings
     52,752,687       53,195,102  
                 
Selling, General & Administrative
   $ 11,154,217     $ 9,954,212  
Operating Income
     16,889,933       18,089,933  
Gain on Bargain Purchase
     9,909,320       8,645,276  
Net Income
     21,359,637       21,802,052  


 
 
 

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.
 
 
ADVANCED BATTERY TECHNOLOGIES, INC.
   
Dated: November 8, 2010
By:/s/ Fu Zhiguo
 
     Fu Zhiguo, Chief Executive Officer