UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 10, 2006
ZHONGPIN INC.
(Exact name of registrant as specified in charter)
DELAWARE 333-112111 54-2100419
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
21 CHANGSHE ROAD, CHANGGE CITY, HENAN PROVINCE
THE PEOPLE'S REPUBLIC OF CHINA
(Address of principal executive offices) (Zip Code)
011 86 374-6216633
(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:
[ ] 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 240.13e-4(c))
SECTION 4 - MATTERS RELATED
TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On or about November 10, 2006, our authorized officers determined that
it was necessary to restate our unaudited interim consolidated financial
statements as of and for the three and six months ended June 30, 2006. The
restatement related to the following correction of error:
Our management determined that our unaudited interim consolidated
financial statements as of and for the three and six months ended June 30, 2006
should be restated in order to correct the "other general and administrative
expense" recorded in the three and six months ended June 30, 2006, which failed
to include $553,380 of expenses associated with liquidated damages payable by us
under a registration rights agreement that requires us to effect the
registration of our common stock issuable upon the conversion of our Series A
convertible preferred stock and the exercise of certain of our stock purchase
warrants. As a result of the omission, our net income for each of the three and
six months ended June 30, 2006 was overstated by the same amount. The change in
diluted earnings per share for the six months ended June 30, 2006 due to the
restatement was $0.02 per share and the change in basic earnings per share for
the three and six month periods ended June 30, 2006, and in diluted earnings per
share for the three-month period ended June 30, 2006, due to the restatement was
$0.03 per share. The omission occurred initially because our finance personnel
mistakenly believed that certain language in the registration rights agreement
with respect to liquidated damages was not then applicable.
As a result of this error, our previously-issued unaudited interim
consolidated financial statements and other financial information as of and for
the three and six months ended June 30, 2006 could no longer be relied upon. We
included the restated financial information in an amendment to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2006, which we filed
with the Securities and Exchange Commission on November 14, 2006.
The determination to restate our financial statements for such periods
was reached by our authorized financial officers during their preparation and
review of the financial statements and related information for the fiscal
quarter ended September 30, 2006. Prior to filing our amended Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2006, our Chief Financial
Officer discussed the matters disclosed in this Current Report on Form 8-K with
Child, Van Wagoner & Bradshaw, PLLC, our independent registered public
accounting firm.
SIGNATURES
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.
Dated: January 23, 2007
ZHONGPIN INC.
By: /s/ Xianfu Zhu
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Name: Xianfu Zhu
Title: Chief Executive Officer
and Chairman