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 17, 2010
Commission file number 000-54072
China Ginseng Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 20-3348253 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
64 Jie Fang Da Road Ji Yu Building A, Suite 1208 Changchun City, China | | 130022 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone (01186) 43185790039 |
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)) |
Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On December 17, 2010, the Board of Directors of the Registrant concluded that the consolidated financial statements included in the Registrant’s Registration Statement on Form 10 for the years ended June 30, 2009 and 2008 and for the nine months ended September 30, 2010 and 2009 (uaudited), should no longer be relied upon due to the lack of recording of imputed interest on related party loans, the lack of recording of amounts under subcontracting agreements with farmers to cultivate the Company’s ginseng crops and an error in the recording of negative goodwill on a previous acquisition.
Management and the Registrant’s Board of Directors discussed this matter with the Registrant’s independent registered public accounting firm. The Registrant amended and refiled its Registration Statement on Form 10 as a result of the matters described above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | China Ginseng Holdings, Inc. | |
| | | | |
| By: | /s/ Liu Changzhen | |
| | | Liu Changzhen, | |
| | | Chairman of the Board | |
| | | | |
