UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2005
BODISEN BIOTECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-99101 98-0381367
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
North Part of Xinquia Road, Yang Ling
Agricultural High-Tech Industries
Demonstration Zone, Yang Ling, People's
Republic of China 712100
(Address of principal executive offices) (Zip Code)
86-29-87074957
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] 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 2.02 Results of Operations and Financial Condition.
Pursuant to Item 2.02 of Form 8-K, the information contained in Item
9.01(c) and this Item 2.02 is furnished to, but not filed with, the Securities
and Exchange Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and, therefore, shall not be incorporated by reference
in any filing under the Securities Act of 1933, as amended.
On November 3, 2005, Bodisen Biotech, Inc. (the "Company") will issue a
press release announcing its financial results for the third quarter ended
September 30, 2005. A copy of the press release is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On October 31, 2005, Shuiwang Wei, the Company's Chief Financial Officer,
informed the Company that he would step down as the Company's Chief Financial
Officer effective as of October 31, 2005. Mr. Wei stated he is leaving the
Company for personal reasons and without conflict or disagreement.
On November 1, 2005, the Company promoted Yiliang Lai to the position of
Chief Financial Officer. Mr. Lai, age 40, joined Bodisen as a financial
controller in March 2005. Mr. Lai is a Certified Public Accountant in China as
well as a Certified Auditor. Mr. Lai has extensive experience in accounting and
auditing matters. He started his career as an accountant in 1986 for China
Shipping, a Chinese government owned shipping conglomerate. In 1999, Mr. Lai
joined the CPA firm ShenZhen CaiXin as an auditor. During his three years as an
auditor, he participated in and led many accounting and audit projects. In 2001,
Mr. Lai joined Shaanxi Kaida Limited, a Chinese domestic investment firm as head
of accounting. In 2002, he joined Xi'an Hongsheng Biotech as Chief Financial
Officer. Mr. Lai has a Bachelor's degree in accounting.
Item 8.01 Other Events.
On November 3, 2005, the Company will issue a press release regarding
earnings guidance for fiscal year 2005. A copy of this guidance is included in
the press release attached as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release, dated November 3, 2005
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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.
BODISEN BIOTECH, INC.
/S/ Qiong Wang
Date: November 3, 2005 -----------
Qiong Wang,
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description Method of Filing
-------------- --------------------------------------------------------- ------------------------------
99.1 Press Release dated November 3, 2005 captioned " Bodisen Filed herewith as Exhibit 99.1
Biotech Announces 3rd Quarter Earnings of $0.22 per Share,
94% Increase in Revenue and 80% Increase in Net Income
Before a one time financing related accounting charge of
$0.03 per share"
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