UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 23, 2005
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GFR PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-27959 77-0517964
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(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) file number Identification No.)
Suite 11405 - 201A Street, Maple Ridge, British Columbia V2X 0Y3
(Address of principal executive office) Zip/Postal Code
Issuer's telephone number: (604) 460-8440
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 Instructions A.2. Below):
[] 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 13e4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
Restatement and non-reliance
On September 23, 2005, our independent auditors, Robison, Hill & Co., informed
our principal executive officer and principal financial officer that they had
discovered and error in our financial statements for the year ended December 31,
2004.
Following our discussion with Robison, Hill & Co., our principal executive
officer and principal financial officer determined that the December 31, 2004
financial statements should be restated to reflect the correction of this error
as well as the financial statements for the quarters ended March 31, 2005 and
June 30, 2005.
GFR Pharmaceuticals, Inc. is filing an amendment to its Annual Report on Form
10-KSB for the year ended December 31, 2004, to amend and restate financial
statements and other financial information for the year 2004. We are also filing
ammendments to the Quarterly Reports of Form 10-QSB for the quarters ended March
31, 2005 and June 30, 2005.
We are filing these amendments to correct an error relating to the translation
of our financial statements from Canadian dollars to U.S. dollars for reporting
purposes. The error impacts the year ended December 31, 2004 and the quarters
ended March 31, 2005 and June 30, 2005, but has no effect on the financial
statements issued in prior fiscal years. The restatement corrects an error
within the currency translation adjustment, which should be reported in the
equity section of the balance sheet, but was reported in error in the income
statement. The impact of the restatement reduced net income by $311,113, net of
tax and reduced earnings per share from $0.38 to $0.10 for the year ended
December 31, 2004. The restatements for the quarters reduced net income by
$109,806, net of tax and reduced earnings per share from $0.13 to $0.03 for the
period ended March 31, 2005, and reduced net income by $93,104, net of tax and
reduced earnings per share from $0.12 to $0.03 for the period ended June 30,
2005.
In light of the restatement, readers should no longer rely on our previously
filed financial statements and other financial information for the year ended
December 31, 2004 and the quarters ended March 31, 2005 and June 30, 2005.
Our principal executive officer and principal financial officer have discussed
the matters disclosed in this current report on Form 8-K with Robison, Hill &
Co. We have provided Robison, Hill & Co. with a copy of this Form 8-K and
requested that they furnish a letter addressed to the Commission stating whether
they agree with the statements made herein. A copy of the letter from Robison,
Hill & Co. has been attached as an exhibit.
Item 9.01 Financial Statements and Exhibits
Exhibits
Letter from Robison, Hill & Co.
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.
GFR PHARMACEUTICALS, INC.
(Registrant)
Date: December 16, 2005
/s/ Richard Pierce
Richard Pierce,
President, C.E.O. and Director