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): June 30,
2009
Bodisen Biotech,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-31539
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98-0381367
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Room
2001, FanMei Building
No.
1 Naguan Zhengjie
Xi’an,
Shaanxi 710068
People’s
Republic of China
(Address
of principal executive offices)
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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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 240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying
Accountant
On June
30, 2009, our independent registered public accounting firm, Morgenstern,
Svoboda & Baer, CPA’s (“Morgenstern”) provided us with a letter stating that
the auditor-client relationship between us and Morgenstern had ceased. The
aforesaid letter has been deemed by us to constitute formal cessation of the
auditor client relationship and resignation of Morgenstern for purposes of this
item 4.01. Our board of directors had no objection to and consented to the
aforesaid cessation of the auditor-client relationship and resignation.
As such, our board of directors has approved the aforesaid cessation of
the auditor-client relationship and resignation of Morgenstern for purposes of
this item 4.01.
Morgenstern
reported on our consolidated financial statements for the years ended December
31, 2008 and 2007, and reviewed our consolidated financial statements for the
period ended March 31, 2009. For these periods and up to June 30, 2009, (1)
there were no disagreements between Bodisen and Morgenstern on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure; and (2) Morgenstern provided no advice to Bodisen that
(i) internal controls necessary to develop reliable financial statements did not
exist, (ii) information had come to the attention of Morgenstern which made it
unwilling to rely on management’s representations, or unwilling to be associated
with the financial statements prepared by management, or (iii) the scope of the
audit should be expanded significantly, or information had come to the attention
of Morgenstern that it concluded will, or if further investigated might,
materially impact the fairness or reliability of a previously issued audit
report or the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal periods subsequent to the date of the
most recent audited financial statements.
The
reports of Morgenstern on our financial statements for the years ended December
31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
We have
provided Morgenstern with a copy of the foregoing disclosure and requested that
Morgenstern provide us with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by us in response
to this item. A copy of such letter, dated June 30, 2009, is filed as Exhibit
16.1 to this Current Report on Form 8-K.
The
Company has engaged Acquavella, Chiarelli, Shuster, Berkower & Co., LLP
(“Acquavella”) to assume the role of its new principal independent accountants.
The decision to engage Acquavella was approved by the Board of
Directors.
During
the years ended December 31, 2008 and 2007 and through June 30, 2009, we did not
consult with Acqavella on (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that may be rendered on our financial statements, and Acqavella did not
provide either in a written report or oral advice to us that was an important
factor considered by us in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) the subject of any disagreement, or a
reportable event.
Item
9.01 Financial Statements and Exhibits.
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16.1
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Letter
from Morgenstern Svoboda & Baer CPA’s dated June 30,
2009
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SIGNATURE
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.
Dated: July
3, 2009
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Bodisen
Biotech, Inc.
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By:
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/s/ Bo
Chen
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Bo
Chen
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Chairman,
CEO and President
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