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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): January 30, 2006
China BAK Battery, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-49712 88-0442833
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
BAK Industrial Park, No. 1 BAK Street 518119
Kuichong Town, Longgang District Zip Code)
Shenzhen, Peoples Republic of China
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (86-755) 8977-0093
Not applicable.
(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 (see General Instruction 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 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
China BAK Battery, Inc. (the "Company") is filing Amendment No. 2 (the
"June 30 Amendment") to its Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005, originally filed on August 19, 2005 and previously
amended on September 1, 2005 (the "Original June 30 Filing"). The Company is
filing the June 30 Amendment to amend Items 1 and 2 of Part I of the Original
June 30 Filing for the following reasons. As a result of comments received from
the Securities and Exchange Commission (the "Commission") in connection with
another filing with the Commission by the Company, the Company has amended its
consolidated balance sheets as of June 30, 2005 and September 30, 2004, the
consolidated statements of operations for the nine months ended June 30, 2005,
the consolidated statements of changes in stockholders' equity for the nine
months ended June 30, 2005 and 2004, and the consolidated statement of cash
flows for the nine months ended June 30, 2005 and supplemented or modified
certain notes to its consolidated financial statements as of such dates and for
such periods to provide additional information to reflect retroactively that
1,152,458 shares of common stock of the Company were outstanding immediately
prior to the exchange of shares of the Company's common stock for the
outstanding shares of BAK International Co., Ltd. and the resulting
recapitalization of the Company that occurred on January 20, 2005. The effect of
the restatement is to decrease common stock outstanding as of the earliest date
presented with a corresponding increase to additional paid in capital. The
restatement also subsequently decreased retained earnings with corresponding
increases in common stock outstanding and net income as a result of the
recapitalization transaction. The restatement had no effect on total
stockholders equity in the consolidated balance sheets as of June 30, 2005 and
September 30, 2004 or the consolidated statements of changes in stockholders'
equity for the nine months ended June 30, 2005 and 2004. As a result of further
comments from the Commission in connection with such other filing made with the
Commission by the Company, the Company also amended its consolidated statements
of operations for the three months and nine months ended June 30, 2005 and 2004
to reclassify depreciation and amortization expense from a separate item in
operating expenses to include it in cost of goods sold, selling expenses and
general and administrative expenses. The effect of this restatement is to
decrease gross profit in each of the periods for which the classification
occurred. The restatement had no effect on operating income or net income in any
of the periods presented.
As a result of the changes made to the consolidated balance sheets as
of June 30, 2005 and September 30, 2004, the consolidated statements of
operations for the nine months ended June 30, 2005, the consolidated statements
of changes in stockholders' equity for the nine months ended June 30, 2005 and
2004, the consolidated statement of cash flows for the nine months ended June
30, 2005 and the consolidated statements of operations for the three months and
nine months ended June 30, 2005 and 2004 resulting from the comments received
from the Commission, on January 30, 2006 the Company concluded that its
consolidated balance sheets as of June 30, 2005 and September 30, 2004, the
consolidated statements of operations for the nine months ended June 30, 2005,
the consolidated statements of changes in stockholders' equity for the nine
months ended June 30, 2005 and 2004, consolidated statement of cash flows for
the nine months ended June 30, 2005 and the consolidated statements of
operations for the three months and nine months ended June 30, 2005 and 2004 as
previously presented in the Original June 30 Filing should no longer be relied
upon.
The Company is also filing Amendment No. 1 (the "March 31 Amendment")
to its Quarterly Report on Form 10-QSB for the quarterly period ended March 31,
2005, originally filed on May 16, 2005 (the "Original March 31 Filing"). The
Company is filing the March 31 Amendment to amend Items 1 and 2 of Part I of the
Original March 31 Filing for the following reasons. As a result of comments
received from the Commission in connection with another filing with the
Commission by the Company, the Company has amended its consolidated balance
sheet as of March 31, 2005, the consolidated statements of operations for the
three months and six months ended March 31, 2005 and 2004, the consolidated
statement of changes in stockholders' equity for the six months ended March 31,
2005, the consolidated statements of cash flows for the three months and six
months ended March 31, 2005, and extended or modified certain notes to the
consolidated financial statements as of such dates and for such periods to
provide additional information to reflect retroactively that 1,152,458 shares of
common stock of the Company were outstanding immediately prior to the exchange
of shares of the Company's common stock for the outstanding shares of BAK
International Co., Ltd. and the resulting recapitalization of the Company that
occurred on January 20, 2005. This restatement had no effect on total
stockholders equity in the consolidated balance sheet as of March 31, 2005 or
the consolidated statement of changes in stockholders' equity for the six months
ended March 31, 2005. As a result of further comments received from the
Commission in connection with such other filing made with the Commission by the
Company, the Company also amended its consolidated statements of operations for
the three months and six months ended March 31, 2005 and 2004 to reclassify
depreciation and amortization expense from a separate item in operating expenses
into cost of goods sold, selling expenses and general and administrative
expenses. The effect of this restatement is to decrease gross profit in each of
the periods presented. This restatement had no effect on operating income or net
income in any of the periods presented.
As a result of the changes made to the consolidated balance sheet as of
March 31, 2005, the consolidated statements of operations for the three months
and six months ended March 31, 2005 and 2004, the consolidated statement of
changes in stockholders' equity for the six months ended March 31, 2005, and the
consolidated statements of cash flows for the three months and six months ended
March 31, 2005 resulting from the comments received from the Commission, on
January 30, 2006 the Company concluded that the consolidated balance sheet as of
March 31, 2005, the consolidated statements of operations for the three months
and six months ended March 31, 2005 and 2004, the consolidated statement of
changes in stockholders' equity for the six months ended March 31, 2005, and the
consolidated statements of cash flows for the three months and six months ended
March 31, 2005 as previously presented in the Original March 31 Filing should no
longer be relied upon.
The Company is also filing Amendment No. 2 (the "8-K Amendment") to its
Current Report on Form 8-K/A, originally filed on January 21, 2005 and amended
on April 7, 2005 (the "Original 8-K Filing"). The Company is filing the 8-K
Amendment to amend Item 9.01 of the Original 8-K Filing for the following
reasons. As a result of comments received from the Commission in connection with
another filing made with the Commission by the Company, the Company has amended
its consolidated statements of operations for the years ended September 30, 2004
and 2003 and for the three months ended December 31, 2004 and 2003 to reclassify
depreciation and amortization expense from a separate item in operating expenses
into cost of goods sold, selling expenses and general and administrative
expenses. The effect of this restatement is to decrease gross profit. This
restatement had no effect on operating income or net income.
As a result of the changes made to the consolidated statements of
operations for the years ended September 30, 2004 and 2003 and for the three
months ended December 31, 2004 and 2003 resulting from the comments received
from the Commission, on January 30, 2006 the Company concluded that the
consolidated statements of operations for the years ended September 30, 2004 and
2003 as previously presented in the Original 8-K Filing should no longer be
relied upon.
The Company is implementing certain changes as a result of the
restatements including:
(1) Engaging outside consultants with technical accounting expertise,
as needed, to ensure that accounting personnel with adequate experience, skills
and knowledge are directly involved in the review and accounting for our
complex, non-recurring transactions and those items for which we have restated
our financial statements as described above;
(2) Additional training of our accounting staff;
(3) Involving both internal accounting personnel and outside
consultants with technical accounting expertise, as needed, early in the
evaluation of the application of generally accepted accounting principles in
complex, non-recurring transactions;
(4) Documenting to standards established by senior accounting personnel
and the principal accounting officer the review, analysis and related
conclusions with respect to complex, non-recurring transactions and those items
for which we have restated our financial statements as described above; and
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(5) Requiring senior accounting personnel and the outside consultants
with technical accounting expertise to review complex, non-recurring
transactions to evaluate and approve the accounting treatment for such
transactions and those items for which we have restated our financial statements
as described above.
The Company began to execute the remediation plans identified above in
the fourth quarter of calendar year 2005. The Company engaged outside
consultants with technical accounting expertise commencing in October, 2005.
The Company's authorized officer has discussed with the Company's
independent accountant the matters disclosed in this filing.
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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.
CHINA BAK BATTERY, INC.
Date: February 2, 2006 By: /s/ Yongbin Han
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Yongbin Han
Chief Financial Officer