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): March ~~November 22~~23, ~~2011~~2012

ANHUI TAIYANG POULTRY CO., INC.

(Exact name of registrant as specified in its charter)

Delaware

0-53491

65-0918608

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

No. 88, Eastern Outer Ring Road, Ningguo City, Anhui Province, 242300, People’s Republic of China

(Address of principal executive offices)

Registrant’s telephone number, including area code: (+86) 0563-430-9999

Copy of correspondence to:

Marc J. Ross, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Tel: (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~~ ~~2.02~~£ Soliciting ~~Results~~material ofpursuant ~~Operations~~to ~~and~~Rule 14a-12 ~~Financial~~under ~~Condition~~the Exchange Act (17 CFR 240.14a-12)

On£ Pre-commencement ~~November~~communications ~~22,~~pursuant to ~~2011,~~Rule ~~Anhui Taiyang Poultry Co., Inc.~~ 14d-2(~~the “Company”~~b) ~~announced~~under ~~its operating results for~~ the third fiscal quarter ended September 30, 2011. 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(17 ~~1934~~CFR ~~or otherwise subject to the liabilities of that Section~~240. 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.14d-2(b))

~~Use~~£ Pre-commencement ofcommunications ~~Non~~pursuant to Rule 13e-~~GAAP~~4(c) ~~Financial~~under ~~Measures~~the Exchange Act (17 CFR 240.13e-4(c))

~~The~~ITEM ~~attached press release includes financial measures that are not in accordance with GAAP, consisting of adjusted net income~~4.02 Management uses adjusted net income to evaluate the Company’s operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. The Company believes that these measures are useful to investors because they enhance investors’ ability to review the Company’s business from the same perspective as our management and to facilitate comparisons of this period’s results with prior periods. Non-~~GAAP~~Reliance ~~measures~~on ~~are~~Previously ~~used~~Issued byFinancial ~~some~~Statements ~~investors~~or when assessing the ongoing operating and financial performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. The presentation of the additional information should not be considered a ~~substitute~~Related ~~for~~Audit ~~net~~Report ~~income~~ or ~~net~~Completed ~~income~~Interim ~~per diluted share prepared in accordance with GAAP~~Review. The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in our industry, and (ii) they exclude financial information that some may consider important in evaluating our performance. Pursuant to the requirements of Regulation G, the Company has included a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

~~ITEM~~In 9connection with the preparation of consolidated financial statements for the year ended December 31, 2011 of Anhui Taiyang Poultry Co.01, ~~Financial~~Inc. ~~Statements~~(the “Company”), U.S. management became aware of certain omissions in the quarterly reports on Form 10-Q for the quarters ended June 30, 2011 and ~~Exhibits~~September 30, 2011, as amended and filed with the Securities and Exchange Commission (collectively, the “Reports”).

(d)	Exhibits.
	99.1	Press Release, dated November 22, 2011, issued by Anhui Taiyang Poultry Co., Inc.

On June 24, 2011, a tornado struck the premises where the Company was constructing a new breeding location called Duck Farm 8, located in Anhui Province in the People’s Republic of China. The total cost of the construction project immediately prior to the tornado was $4,502,103, of which $1,836,752 related to foundation and groundwork and $2,665,351 related to buildings. A substantial portion of the buildings were destroyed by the tornado. As reimbursement for the damage caused, the Company received remuneration from the local Chinese government in the amount of $1,531,018 in December 2011, as well as an insurance settlement from its insurance carrier in the amount of $428,685, of which $76,551 was received in December 2011 and $352,134 was received in February 2012. This information was not disclosed to the U.S. management or the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) by Chinese management, and accordingly,the accounting for this natural disaster and disclosures were not made in the Reports.

~~SIGNATURE~~The Company estimates the damage to Duck Farm 8 to be approximately between $1.8-2.0 million, based on a loss estimation analysis report completed by the Company on March 23, 2012. Based on this estimate, the net gain or loss from the damage event, when netted with the subsidy and insurance settlements, would range from a loss of approximately $40,000 to a gain of approximately $122,000, Construction in progress would be reduced by $1.8-2.0 million, and subsidies and insurance settlements receivable (current assets) would be increased by approximately $2.0 million. The net impact to the statement of operations would be the estimated net (loss) gain of ($40,000) - $122,000.

~~Pursuant~~On toMarch ~~the~~23, ~~requirement~~2012, U.S. management of the Company ~~Securities~~discussed ~~Exchange~~this ~~Act~~information ofwith ~~1934~~the Audit Committee. As a result, the ~~registrant~~Audit ~~has~~Committee ~~duly~~concluded ~~caused~~that ~~this~~the ~~report~~Reports should tonot be ~~signed~~relied onupon ~~its~~and ~~behalf~~will byneed ~~the~~to ~~undersigned~~be ~~thereunto duly authorized~~restated.

	ANHUI TAIYANG POULTRY CO., INC.
Date: November 22, 2011	By:	/s/ DAVID DODGE
		David Dodge
		Chief Financial Officer

An authorized officer of the Company has discussed the matters disclosed in this filing with Schwartz Levitsky Feldman LLP (“SLF”), the Company’s independent registered public accounting firm. SLF is reviewing the details and documentation surrounding the transaction. The Company is working diligently with its professional advisors to file the amended Reports, which are expected to be filed by April 6, 2012. However, because verification of the subsidy aspect of the transaction requires independent verification from a third party government entity in China, we cannot file the amended Reports until the verification is received, and we have no control over the timing of such verification.

SIGNATURE

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

ANHUI TAIYANG POULTRY CO., INC.

Date: March 26, 2012	By:	/s/ DAVID DODGE
	David Dodge
	Chief Financial Officer

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