- Current report filing (8-K)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 2, 2011

NEW ENERGY SYSTEMS GROUP

(Exact Name of Registrant as Specified in Charter)

Nevada		001-34847		20-2132336
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

116 West 23rd St., 5th FL New York, NY 10011

(Address of Principal Executive Offices)

Registrant's telephone number, including area code:   917-573-0302

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))

 

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Item 4.02

Non-Reliance on Previously Issued Financial Statements or Related Audit Report of Completed Interim Review.

  On May 2, 2011, the board of directors of New Energy Systems Group (“the Company”) concluded that the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Committee on March 28, 2011 (the “Annual Report”), which included the consolidated financial statements of the Company and its subsidiaries for the periods ended December 31, 2010 and 2009 (the “Financial Statements”), did not properly account for the following items, in accordance with United States generally accepted accounting principles, and, as a result, cannot be relied upon:

The consolidated financial statements for the year ended December 31, 2010 did not account for and disclose the expense of warrants issued to an IR consultant of the Company.

Management of the Company will restate these Financial Statements for the periods ended December 31, 2010 and 2009, which will be included in its Amendment No.1 to Annual Report, to restate all of such financial statements to correct the error noted above.

 

The Company’s board of directors as well as its management has discussed the matters in this Report with its independent auditor.

 

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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.

 

 

	NEW ENERGY SYSTEMS GROUP
Date: May 4, 2011	By:	/s/ Nian Chen
		Name: Nian Chen
		Title:  Chief Executive Officer

 

 

 

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