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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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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) August 5, 2011 |
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Tanke Biosciences Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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000-53529
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26-3853855
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Room 2801, East Tower of Hui Hao Building, No. 519 Machang Road, Pearl River New City, Guangzhou, People’s Republic of China
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510627
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code +86-20-38859025
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-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 August 5, 2011, the management of Tanke Biosciences Corporation (the “Company”), after consultation with Parker Randall CF (H.K.) CPA Limited (“Parker Randall”), the Company’s independent registered public accounting firm, concluded that the financial statements for the fiscal years ended December 31, 2009 and 2010, as presented in our Form 8-K/A filed on May 13, 2011 (the “2009 and 2010 Annual Audit”) and the three-month period ended March 31, 2011 as presented in our Quarterly Report on Form 10-Q, filed originally on May 20, 2011 (the “2011 10-Q”, together with 2009 and 2010 Annual Audit referred to as the “Previously Filed Financial Statements”) should not be relied upon due to the accounting issues set forth below.
On August 5, 2011, the Company determined that the Previously Filed Financial Statements should no longer be relied upon due to (i) our previous incorrect determination that the acquisition of Guangzhou Tanke Industry Co., Ltd. (“Guangzhou Tanke”), a company organized under the laws of the People’s Republic of China was a reverse merger that resulted in Guangzhou Tanke being deemed to be the accounting acquirer and (ii) our incorrect filing of the financial statements of Guangzhou Tanke for the periods ended December 31, 2009 and 2010 on our Form 8-K/A. Following discussions with Parker Randall, it has been determined that China Flying Development Limited, a Hong Kong corporation (“China Flying”), through its wholly-owned subsidiary Guangzhou Kanghui Agricultural Technology Co., Ltd., a wholly foreign enterprise under the laws of the People’s Republic of China, obtained control of Guangzhou Tanke. Therefore, pursuant to FASB Accounting Standards Codification No. 805, China Flying should be deemed to be the acquirer for accounting purposes. As such the financial statements for the fiscal years ended December 31, 2009 and 2010 set forth in the Form 8-K need to be restated to reflect China Flying as the accounting acquirer and our 2011 10-Q is required to be amended to provide for (i) China Flying as the acquirer for accounting purposes, (ii) to include the restated financial statements for the three-month period ended March 31, 2011 and (iii) to revise the Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management is assessing what changes may be necessary in the evaluation of the Company’s internal control over financial reporting and its disclosure controls and procedures and will not reach a final conclusion with respect to these matters until completion of the restatement process.
Accordingly, the Company has decided to restate the Previously Filed Financial Statements by disclosing the effect of these accounting issues in an amendment to the Form 8-K/A for the audited financials of fiscal year end 2009 and 2010, and the Form 10-Q for the three months period ended March 31, 2011.
Our Board of Directors and executive officers have discussed the above matters with Parker Randall and the Company has provided a copy of this disclosure to Parker Randall.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TANKE BIOSCIENCES CORPORATION.
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Date: August 8, 2011
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By:
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/s/ Guixiong Qiu
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| Name: Guixiong Qiu | |||
| Title: Chief Executive Officer | |||