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): November 6, 2006
BODISEN
BIOTECH, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-99101
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98-0381367
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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North
Part of Xinquia Road, Yang Ling Agricultural High-Tech
Industries
Demonstration Zone, Yang Ling,
People's
Republic of China 712100
(Address
of principal executive offices) (zip code)
86-29-87074957
(Registrant's
telephone number, including area code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)) |
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard; Transfer
of Delisting
On
November 6, 2006, Bodisen Biotech, Inc. (the “Company”) received a letter (the
“Deficiency Letter”) from the staff of the American Stock Exchange (“AMEX”)
indicating that it is not in compliance with certain continued listing
standards, specifically Sections 132(a), 132(e), and 403 of the AMEX Company
Guide.
Among
other things, AMEX believes that the Company made insufficient or inaccurate
disclosure in its public filings with regard to its relationship with, and
payments to, a consultancy firm and its affiliates both prior to and subsequent
to its listing on the AMEX. Additionally, in the context of the Company’s
relationship with the consultancy firm, AMEX expressed concern that the Company
has internal control issues related to its accounting and financial reporting
obligations. Prior to receipt of the letter from AMEX, the Company publicly
announced that it had terminated its relationship with the consultancy
firm.
The
Company has already contacted AMEX to confirm receipt of the Deficiency Letter.
To meet AMEX requirements, the Company intends to submit a plan to AMEX
indicating what actions it has taken and will take to bring the Company into
compliance with the AMEX Continued Listing Standards. If the plan is accepted,
the Company will continue its cooperation with AMEX during the plan period,
during which time it will be subject to periodic review to determine whether
it
is making progress consistent with the plan.
Prior
to
filing the plan and, if a plan is timely filed, while the plan is under review
by AMEX, the Company expects that its common stock will continue to trade
without interruption on AMEX.
Concurrent
with filing this 8-K, the Company is distributing a press release announcing
the
receipt of the Deficiency Letter. The press release is attached to this report
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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99.1 |
Press
release dated November 12, 2006.
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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.
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BODISEN
BIOTECH,
INC. |
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| Date: November
12, 2006 |
By: |
/s/ Qiong
Wang |
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Qiong
Wang |
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Chief
Executive Officer |