- Current report filing (8-K)

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 of 1934

 

Date of Report (Date of earliest event reported): December 20, 2012

 

Tanke Biosciences Corporation

(Exact name of registrant as specified in its charter)

 

Nevada		000-53529		26-3853855
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Room 2801, East Tower of Hui Hao Building, No. 519 Machang Road, Pearl River New City, Guangzhou, People’s Republic of China		510627
(Address of principal executive offices)		(Zip Code)

  

Registrant’s telephone number, including area code: [phone]

N/A

(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:

 

¨	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 240.13a-4(c))

 

 

 

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Item 4.01

Changes in Registrant’s Certifying Accountant.

 

Dismissal of Previous Independent Registered Public Accounting Firm

On December 20, 2012, our Board of Directors approved the dismissal of EFP Rotenberg LLP (“EFP”) as our independent auditor, effective immediately.

EFP’s report on our financial statements as of and for the fiscal year ended December 31, 2011 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. 

During the fiscal year ended December 31, 2011 and through EFP’s dismissal on December 20, 2012, there were (1) no disagreements with EFP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EFP, would have caused EFP to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K, except that in 2012 our Board of Directors discussed with EFP the existence of a material weakness in Company’s internal control over financial reporting, as more fully described in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2011, Quarterly Report on Form 10-Q for the three months ended March 31, 2012, Quarterly Report on Form 10-Q for the three months ended June 30, 2012 and Quarterly Report on Form 10-Q for the three months ended September 30, 2012, each filed on November 15, 2012, May 17, 2012, August 14, 2012 and November 14, 2012 with the Securities and Exchange Commission.

We furnished EFP with a copy of this disclosure on December 20, 2012, providing EFP with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree.  We have received the requested letter from EFP, and a copy of such letter is filed as Exhibit 16.1 to this current report on Form 8-K.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss EFP as our independent auditor, the Board of Directors appointed UHY LLP (“UHY”) as our independent auditor.

During the years ended December 31, 2011 and 2010 and through the date hereof, neither the Company nor anyone acting on its behalf consulted UHY with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that UHY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

  

(d) Exhibits.

  

Exhibit No.		Description
16.1		Letter from EFP Rotenberg LLP, dated December 24, 2012

 

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.

 

Date:  December 26, 2012	TANKE BIOSCIENCES CORPORATION
	By:	/s/ Guixiong Qiu
		Name:	Guixiong Qiu
		Title:	Chief Executive Officer