csxb8ka0117.htm
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
_____________________
AMMENDED
FORM 8-K
_____________________
CURRENT
REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES
EXCHANGE ACT OF
1934
COMMISSION
FILE NO.:
0-17953
Date
of Report: July 10,
2007
CHINA
SXAN BIOTECH ,
INC.
(Exact
name of registrant as specified
in its charter)
(State
of other jurisdiction
of (IRS
Employer Identification
No.)
incorporation
or
organization)
c/o
American Union Securities, Inc,
100 Wall Street–
15thFloor,
New
York, NY 10005
(Address
of principal executive
offices) (Zip
Code)
(Registrant’s
telephone number including
area code)
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:
□
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))
|
Change
in Registrant’s Certifying
Accountant
On
July 10, 2007 China SXAN Biotech,
Inc. (then called “Advance Technologies, Inc.”) completed a reverse merger in
which the shareholders of American SXAN Biotech, Inc. received a majority of
the
capital stock of China SXAN Biotech, Inc. in exchange for the outstanding
capital stock of American SXAN Biotech, Inc. At the time of the reverse
merger, Patrizio & Zhao, LLC was the independent auditor of record for
American SXAN Biotech, Inc. and for its subsidiary, Tieli XiaoXingAnling Forest
Frog Breeding Co., Ltd. Accordingly, on July 10, 2007, by reason of the
reverse merger, Patrizio & Zhao, LLC became the principal independent
accountant for China SXAN Biotech, Inc. Therefore, on October 9, 2007, the
Board of Directors of China SXAN Biotech, Inc. dismissed Child, Van Wagoner
& Bradshaw, PLLC from its position as the principal independent accountant
for China SXAN Biotech, Inc.
The
audit report of Child, Van Wagoner
& Bradshaw, PLLC on China SXAN Biotech, Inc.’s (f/k/a Advance Technologies,
Inc.) financial statements for the year ended September 30, 2006 contained
a
modification expressing substantial doubt about China SXAN Biotech, Inc.’s
(f/k/a Advance Technologies, Inc.) ability to continue as a going concern.
The audit report of Child, Van Wagoner & Bradshaw, PLLC on China SXAN
Biotech, Inc.’s (f/k/a Advance Technologies, Inc.) financial statements for the
year ended September 30, 2006 did not contain any other adverse opinion or
disclaimer of opinion or qualification. Child, Van Wagoner & Bradshaw,
PLLC did not, during the applicable periods, advise China SXAN Biotech, Inc.
(f/k/a Advance Technologies, Inc.) of any of the enumerated items described
in
Item 304(a)(1)(iv) of Regulation S-B.
China
SXAN Biotech, Inc. (f/k/a Advance
Technologies, Inc.) and Child, Van Wagoner & Bradshaw, PLLC did not, during
China SXAN Biotech, Inc.’s (f/k/a Advance Technologies, Inc.) two most recent
fiscal years or any subsequent period through the date of dismissal, have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if
not
resolved to Child, Van Wagoner & Bradshaw, PLLC’s satisfaction, would have
caused Child, Van Wagoner & Bradshaw, PLLC to make reference to the subject
matter of the disagreement in connection with its reports.
China
SXAN Biotech, Inc. has requested
Child, Van Wagoner & Bradshaw, PLLC to furnish a letter addressed to the
Securities and Exchange Commission stating whether or not Child, Van Wagoner
& Bradshaw, PLLC agrees with the statements in this 8-K. A copy of
such letter dated October 11, 2007 is filed as exhibit 16 to this
8-K.
As
explained in the first paragraph of
this report, on July 10, 2007 Patrizio & Zhao, LLC assumed the position of
the principal independent accountant for China SXAN Biotech, Inc. At no time
during the past two fiscal years or any subsequent period prior to July 10,
2007
did China SXAN Biotech, Inc. consult with Patrizio & Zhao, LLC
regarding any matter of the sort described above with reference to Child,
Van Wagoner & Bradshaw, PLLC, any issue relating to the financial statements
of China SXAN Biotech, Inc., or the type of audit opinion that might be rendered
for China SXAN Biotech, Inc.
Item
9.01
Financial
Statements and
Exhibits
Exhibits
Letter
from Child, Van Wagoner &
Bradshaw, PLLC dated October 11, 2007
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.
January
17, 2008
CHINA
SXAN BIOTECH,
INC.
By:
/s/ Feng
Zhen Xing_______________
Feng
Zhen
Xing, Chief Executive Officer