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): March 15, 2006
BODISEN
BIOTECH, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
333-99101
|
98-0381367
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
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)
Copies
to:
Marc
J.
Ross, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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
1.01 Entry into a Material Definitive Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
On
March
15, 2006, we completed a private placement offering of 380,179 shares our
common
stock, par value $0.0001 per share, to accredited investors for an aggregate
purchase price of approximately $5,322,506. The aforementioned securities
were
sold in reliance upon the exemption afforded by the provisions of Regulation
S,
as promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
Item
2.02 Results of Operations and Financial Condition
On
March
16, 2006, we announced our anticipated increase in revenues for the year
ended
December 31, 2005. A copy of the press release that discusses this matter
is
filed as Exhibit 99.1 to, and incorporated by reference in, this report.
The
information in this Current Report is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or
otherwise subject to the liabilities of that Section. The information in
this
Current Report shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, except
as
shall be expressly set forth by specific reference in any such
filing.
Item
7.01 Regulation FD Disclosure
On
March
20, 2006, we announced that we closed on a private placement of our common
stock
and that the proceeds of such sale have been used to fulfill repayment
obligations of a $5,000,000 short term note. A copy of the press release
that
discusses this matter is filed as Exhibit 99.2 to, and incorporated by reference
in, this report. In accordance with Regulation FD, this current report is
being
filed to publicly disclose all information that was provided in its press
release. This report under Item 7.01 is not deemed an admission as to the
materiality of any information in this report that is required to be disclosed
solely by Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(a) |
Financial
statements of business
acquired.
|
Not
applicable.
(b) |
Pro
forma financial
information.
|
Not
applicable.
Exhibit
Number
|
|
Description
|
10.1
|
|
Form
of Placement Agreement.
|
99.1
|
|
Press
Release, dated March 16, 2006, issued by Bodisen Biotech,
Inc.
|
99.2
|
|
Press
Release, dated March 20, 2006, issued by Bodisen Biotech,
Inc.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
BODISEN
BIOTECH,
INC. |
|
|
|
Dated:
March 20, 2006 |
By: |
/s/ Qiong
Wang |
|
Name:
Qiong
Wang |
|
Title:
Chief
Executive Officer |