UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 18, 2010
CHINA
SKY ONE MEDICAL, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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No.
2158, North Xiang An Road, Song Bei District,
Harbin,
People’s Republic of China 150028
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(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code: 86-451-87032617 (China)
(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:
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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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.02.
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
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On June
18, 2010, management of China Sky One Medical, Inc., a Nevada corporation (the
“Company”), determined that the Company’s financial statements:
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for
the fiscal quarter ended March 31, 2009, included in its Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on
May 17, 2010, for the fiscal quarter ended March 31, 2010 (the “March 2010
10-Q”);
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·
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for
the fiscal quarter ended June 30, 2009, included in its Quarterly Report
on Form 10-Q filed with the SEC on August 14, 2009 (the “June 2009 10-Q”);
and
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for
the fiscal quarter ended September 30, 2009, included in its Quarterly
Report on Form 10-Q filed with the SEC on November 16, 2009 (the
“September 2009 10-Q” and, collectively with the March 2010 10-Q and June
2009 10-Q, the “Form 10-Qs”),
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should no
longer be relied upon due to errors in such financial statements with respect to
the accounting for certain derivative instruments (warrants the Company issued
in 2008 discussed below), which were previously recorded as equity instruments
in accordance with generally accepted accounting principles in effect through
December 31, 2008.
On May 11, 2010, the Company filed with
the SEC a Current Report on Form 8-K, as amended on May 24, 2010, to report
management’s determination that the Company’s financial statements for the year
ended December 31, 2009, included in its Annual Report on Form 10-K filed with
the SEC on March 16, 2010, as amended on March 17, 2010 (the “2009 10-K”),
should no longer be relied upon due to an error in such financial statements
with respect to the accounting for the 750,000 common stock purchase warrants
the Company issued in connection with its January 31, 2008 private placement
(the “Warrants”). The Company received comments from the staff of the
SEC, which led to the Company’s conclusion that the historical financial
statements in the 2009 10-K require restatement to properly record the Warrants
as a derivative liability. The Company intends to file an amendment
to the 2009 10-K with the SEC, reflecting the proposed restatement, as soon as
practicable.
The
Company received additional comments from the staff of the SEC, which led to the
Company’s conclusion that the historical financial statements in the Form 10-Qs
require restatement to properly record the Warrants as a derivative
liability.
The
Company has performed a complete assessment of the Warrants and has concluded
that the Warrants are within the scope of Accounting Standards Codification
815-40, “Derivatives and
Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”), formerly
Emerging Issues Task Force Issue No. 07-05, “Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF
07-05”), due to the inclusion in the Warrants of a provision requiring a
weighted average adjustment to the exercise price of the Warrants in the event
the Company issues common stock, or securities convertible into or exercisable
for common stock, at a price per share lower than such exercise
price. Accordingly, ASC 815-40, formerly EITF 07-05, which was
effective as of January 1, 2009, should have been applied resulting in a
reclassification of the warrants as a liability, measured at fair value, with
changes in fair value recognized as part of other income or expense for each
reporting period thereafter.
After
discussions with the Audit Committee of its Board of Directors and the Company’s
independent registered public accounting firm, management has determined
to:
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file
an amended Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2010 as soon as practicable, which will contain restated
financial information for the fiscal quarter ended March 31, 2009
reflecting the corrections made in response to these accounting errors;
and
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·
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include
restated financial information in the Company’s upcoming June 30, 2010 and
September 30, 2010 Form 10-Qs, which will incorporate corrections made in
response to these accounting errors, and restate the Company’s financial
statements for the three and six months ended June 30, 2009 and three and
nine months ended September 30, 2009, marking each 2009 period as
restated.
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The
corrections to the quarterly information in the amended Form 10-Q for the fiscal
quarter ended March 31, 2010, and upcoming June 30, 2010 and September 30, 2010
Form 10-Qs, will have no impact on the Company’s previously reported income from
operations or cash flows.
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.
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CHINA
SKY ONE MEDICAL, INC.
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(Registrant)
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Date: June 24, 2010
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By:
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/s/ Liu
Yan-qing |
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Liu
Yan-qing |
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Chairman,
Chief Executive Officer and President |
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