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.
|
|||
|
Date: January
5, 2011
|
By:
|
/s/ Liu
Changzhen
|
|
| Liu Changzhen, | |||
|
Chairman
of the Board
|
|||