Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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July 30, 2007
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BODISEN
BIOTECH, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-32616
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98-0381367
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(State
or other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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No.
1
Naguan Zhengjie
X’ian,
Shaanxi 710068
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People's
Republic of China
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(Address
of Principal Executive Offices
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86-29-87895373
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(Registrant’s
Telephone Number, Including Area Code
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note:
This
Current Report on Form 8-K/A amends the Company’s Current Report on Form 8-K
dated July 30, 2007, which was filed to report the resignation of Kabani
& Company, Inc. as the Company’s independent auditors. This amendment is
being filed to update the information as of the date herof and include Kabani
& Company, Inc’s letter addressed to the Securities Exchange Commission as
an exhibit hereto.
Item
4.01 Changes
in Registrant’s Certifying Accountant.
On
July
30, 2007, Kabani & Company, Inc. (“Kabani”) the independent registered
public accounting firm resigned as the auditor of Bodisen Biotech, Inc. (the
“Company”).
Kabani’s
audit reports on the Company’s financial statements for the years ended December
31, 2006 and 2005, did not contain an adverse opinion or disclaimer of opinion,
nor were such reports qualified or modified as to uncertainty, audit scope
or
accounting principles except that the audit reports for the fiscal years ended
December 31, 2006 and 2005, contained an explanatory paragraph expressing
substantial doubt about the Company’s ability to continue as a going
concern.
In
addition, during the fiscal years ended December 31, 2006 and 2005 and the
subsequent interim periods preceding Kabani’s resignation, there were no
disagreements between the Company and Kabani on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure that, if not resolved to the satisfaction of Kabani, would have caused
Kabani to make reference to the subject matter of the disagreements in
connection with its report. During the fiscal years ended December 31, 2006
and
December 31, 2005, and the interim period through July 30, 2007, there were
no
“reportable events” as that term is described in Item 304(a) (1) (v) of
Regulation S-K or events reportable pursuant to Item 304(a)(1)(iv)(B) of
Regulation S-B, except that the management reported in its Form 10-K for the
year ended December 31, 2006 that, until the end of 2006, it did not know that
the Company would be considered an “accelerated filer” and would be required to
assess and evaluate its internal controls over financial reporting, as required
by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”) as of the end of
the period covered by such annual report on Form 10-K. As disclosed therein,
because management had not completed all the steps necessary to enable Kabani
to
satisfactorily complete an audit of management’s internal control over financial
reporting pursuant to SOX 404, Kabani disclaimed any opinion on management’s
assessment or on the effectiveness of the Company’s internal control over
financial reporting. Kabani did not rely on the Company’s internal controls in
designing its audit procedures.
On
August
18, 2007, the Company engaged Morgenstern, Svoboda & Baer, P.C. as its
independent accountants and filed a Current Report on Form 8-K dated August
18,
2007 to announce such engagement.
Pursuant
to the requirements of Regulation S-K, the Company has provided a copy of this
disclosure to Kabani and has requested that Kabani furnish it a letter addressed
to the Commission stating whether it agrees with the statements made by the
Company under this Item 4.01 and, if not, stating the respects in which it
does
not agree. A copy of Kabani’s response letter is inclulded as an Exhibit to this
Current Report on Form 8-K/A.
Item
8.01 Other
Events
(a)
At a July 30, 2007 meeting of the Board of Directors of the Company, in
light of the fact that its securities are no longer listed on a national
securities exchange or listed in an automated inter-dealer quotation system
of a
national securities association, the Board of Directors of the Company took
action to disband its audit committee effective July 30, 2007.
(b)
The
Company anticipates that it will be unable to file its Quarterly Report on
Form
10-Q for the quarter ended June 30, 2007 with the Securities and Exchange
Commission on a timely basis.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits.
16.1 Letter
to
the Securities and Exchange Commission from Kabani & Company,
Inc.
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.
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BODISEN
BIOTECH, INC.
(Registrant)
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| Date: September
28, 2007 |
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/s/ Bo
Chen |
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Bo
Chen
Chairman,
Chief Executive Officer and
President
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