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 1934
Date of
Report (date of earliest event reported): April 15, 2010
YANGLIN
SOYBEAN, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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000-52127
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20-4136884
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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NO. 99
FANRONG STREET, JIXIAN COUNTY
SHUANG YA
SHAN CITY
HEILONGJIANG
PROVINCE
CHINA,
155900
(Address
Of Principal Executive Offices) (Zip Code)
(011)
86-469-469300
(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 (see General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 4.02
NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT
OR COMPLETED INTERIM REVIEW.
On April
15, 2010, the Audit Committee of the Board of Directors of Yanglin Soybean, Inc.
(the “Company”), after consultation with and upon recommendation from
management of the Company, concluded the Company’s previously issued unaudited
financial statements for the three months ended March 31, 2009, June 30, 2009
and September 30, 2009 included in its Quarterly Reports on Form 10-Q filed with
the Securities and Exchange Commission on May 15, 2009 (as amended on June
12, 2009), August 19, 2009 and November 12, 2009 should no longer be relied upon
and that disclosure should be made and action should be taken to prevent future
reliance. The Company will restate its financial statements for the three months
ended March 31, 2009 and the three and six months ended June 30, 2009 and the
three and nine months ended September 30, 2009 due to issues raised by its
auditor, UHY LLP. (“UHY”) regarding the accounting treatment of certain “down
round” provisions of Series A, Series B, Series J, Series C and
Series D Warrants previously issued to investors in a USD 21.5 million
private placement (the “Private Placement”).
During
the audit process for the Company’s 2009 financial statements, UHY inquired as
to the Company’s accounting treatment as of January 1, 2009 for warrants issued
in the Private Placement which include anti-dilution provisions for adjustment
of the exercise price in the event additional shares of common stock or
securities convertible into common stock at a price less than $2.75 per share
with respect to Series A
Warrants, $3.50 per share with respect to the Series B Warrants, $2.37 per share
with respect to Series J Warrants, $3.03 per share with respect to
Series C Warrants, and $3.85 per share with respect to Series D
Warrants (also referred to as down-round provisions). The
question was raised in light of EITF 07-5, “Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock” (FASB ASC
815-40-15-5) (“ASC 815”) effective as of January 1, 2009, which outlines new
guidance for being indexed to an entity’s own stock and the resulting liability
or equity classification based on that conclusion. Down-round
provisions reduce the exercise price of a warrant or convertible instrument if a
company either issues new warrants or convertible instruments that have a lower
exercise price.
We have
performed a complete assessment of our warrants and concluded that the warrants
issued in the Private Placement are within the scope of ASC 815 due to the
down-round provisions included in the terms of the
agreements. Accordingly, ASC 815 should have been adopted as of
January 1, 2009 by classifying the warrant as a liability measured at fair value
with changes in fair value recognized in earnings in each reporting period and
recording a cumulative-effect adjustment to the opening balance of retained
earnings. We have calculated the fair value of the warrants at the
date of adoption as well as the March 31, 2009, June 30, 2009 and September 30,
2009 reporting periods utilizing a Black-Scholes-Merton stock option valuation
model. Based on our calculations and assessment of the materiality,
we have concluded that our previously filed Form 10-Qs for the March 31, 2009,
June 30, 2009 and September 30, 2009 periods require restatement and amended
Form 10-Qs will be filed.
The
Company, including the Audit Committee of the Board of Directors, has discussed
the foregoing matters with the Company’s independent registered public
accounting firm, UHY. The Board of Directors has authorized and directed that
the officers of the Company take the appropriate and necessary actions to
restate the Quarterly Reports on Form 10-Q for the quarters ended March 31,
2009, June 30, 2009 and September 30, 2009.
Exhibits
None.
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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YANGLIN
SOYBEAN, INC.
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By: /s/ Shulin
Liu
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Name: Shulin
Liu
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Title: Chief
Executive Officer
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Dated:
April 15, 2010