0001144204-12-028741.txt : 20120514 0001144204-12-028741.hdr.sgml : 20120514 20120514171744 ACCESSION NUMBER: 0001144204-12-028741 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120510 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20120514 DATE AS OF CHANGE: 20120514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXION INTERNATIONAL HOLDINGS, INC. CENTRAL INDEX KEY: 0000753048 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 840846389 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 12839787 BUSINESS ADDRESS: STREET 1: 180 SOUTH STREET STREET 2: . CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 908-542-0888 MAIL ADDRESS: STREET 1: 180 SOUTH STREET STREET 2: . CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL SURVEYS INC DATE OF NAME CHANGE: 19920703 8-K 1 v313293_8k.htm 8-K

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): May 14, 2012 (May 10, 2012)

AXION INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction

of incorporation)

0-13111

(Commission File Number)

84-0846389

(IRS Employer

Identification No.)

180 South Street, Suite 104, New Providence, New Jersey

(Address of principal executive offices)

07974

(Zip Code)

Registrant’s telephone number, including area code: (908) 542-0888

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):

¨	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))

ITEM 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On May 10, 2012, Donald W. Fallon, our chief financial officer, in consultation with our board of directors, concluded that reliance should no longer be afforded to the Company’s financial statements for the interim period ended September 30, 2011 and for the fiscal year ended December 31, 2011. It came to Mr. Fallon’s attention that the Company failed to properly record a derivative liability related to the potential issuance of approximately 3.8 million warrants exercisable at a price of $1.00 per share. These warrants were to be issued to the holders of the Company's 10% convertible preferred stock if the Company failed to achieve at least $10,000,000 in sales revenue for 2011. In addition, the December 31, 2011 financial statements failed to reflect the financial impact of the adjustment from $1.25 to $1.00 of the conversion price under the Company's outstanding 10% convertible preferred stock again as a result of the failure to achieve 2011 sales revenue of at least $10,000,000.

The Company, through Mr. Fallon, discussed the issues described above with RBSM, LLP, the Company’s independent accountant for all quarterly reporting periods in December 31, 2011 and for the fiscal year then ended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 14, 2012	AXION INTERNATIONAL HOLDINGS, INC.

	By:	/s/ Donald W. Fallon
		Donald W. Fallon Chief Financial Officer