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): ~~December~~February 209, ~~2012~~2013

Tanke Biosciences Corporation

(Exact name of registrant as specified in its charter)

Nevada		000-53529		26-3853855
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Room 2801, East Tower of Hui Hao Building, No. 519 Machang Road, Pearl River New City, Guangzhou, People’s Republic of China		510627
Room 2801, East Tower of Hui Hao Building, No. 519 Machang Road Pearl River New City, Guangzhou, People’s Republic of China		510627
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +86-20-38859025

N/A

(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:

¨	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 240.13a-4(c))

Item 42.0104 ~~Changes~~Triggering inEvents ~~Registrant’s~~That ~~Certifying~~Accelerate ~~Accountant~~or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~Dismissal~~Default ofunder ~~Previous~~Senior ~~Independent~~Convertible ~~Registered Public Accounting Firm~~Notes

OnAs ~~December~~of 20February 10, ~~2012~~2013, ~~our~~Tanke ~~Board~~Biosciences ofCorporation ~~Directors~~(the ~~approved~~“Company”) is in default under the ~~dismissal~~terms of ~~EFP~~the ~~Rotenberg~~Company’s ~~LLP~~8% Senior Convertible Notes (the “~~EFP~~Senior Convertible Notes”) asissued ~~our~~to ~~independent~~certain ~~auditor~~accredited investors (the “Investors”). The default is the result of the Company’s failure to pay to the Investors approximately $7.67 million in principal plus accrued interest due and payable on February 9, ~~effective~~2013 ~~immediately~~under the terms of the Senior Convertible Notes. The Company has agreed to release $230,000 held in escrow to the Investors, of which $68,178 will be used to pay Investors all remaining accrued interest, and the balance shall be applied towards the principal.

~~EFP’s~~The ~~report~~Senior onConvertible ~~our~~Notes ~~financial~~were ~~statements~~issued in connection with the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of February 9, 2011, between the Company and ~~for~~the Investors and, with respect to certain sections of the ~~fiscal~~Securities ~~year~~Purchase ~~ended~~Agreement, ~~December~~Euro 31Pacific Capital, ~~2011~~Inc. ~~did~~(the ~~not~~“Investor ~~contain~~Representative”) anand ~~adverse~~Newbridge ~~opinion~~Securities orCorporation, ~~disclaimer~~relating to the offering of ~~opinion~~6,669,627 ~~and~~units ~~were~~at ~~not~~a ~~qualified~~purchase orprice ~~modified~~of as$1.15 per unit. Each unit consisted of a $1.15 principal amount 8% Senior Convertible Note and a common stock purchase warrant to ~~uncertainty,~~purchase ~~audit~~one ~~scope~~share of the Company’s common stock, orwith ~~accounting~~an ~~principles~~exercise price of $1. 40 per share.

~~During~~As ~~the~~a ~~fiscal~~result ~~year~~of ~~ended~~the ~~December 31, 2011 and through EFP~~Company’s ~~dismissal~~failure on December 20, 2012, there were (1) no disagreements with EFP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to ~~the~~pay ~~satisfaction~~all ofamounts ~~EFP,~~due ~~would have caused EFP to make reference to the subject matter of the disagreements in connection with its reports,~~ and ~~(2)~~payable nounder ~~events of~~ the ~~type~~Senior ~~listed~~Convertible inNotes ~~paragraphs~~as ~~(A) through (D)~~ of ~~Item~~February ~~304(a)(1)(v)~~9, ~~of Regulation S-K~~2013, ~~except~~all ~~that~~obligations ~~in 2012 our Board~~ of ~~Directors discussed with EFP~~ the ~~existence of a material weakness in~~ Company’s ~~internal~~under ~~control over financial reporting, as more fully described in~~ the ~~Company’s~~Senior ~~Annual~~Convertible ~~Report~~Notes onshall ~~Form~~be ~~10-K/A~~immediately ~~for~~due ~~the~~and ~~year~~payable ~~ended~~and ~~December 31, 2011, Quarterly Report on Form 10-Q for~~ the ~~three~~Investors ~~months~~may ~~ended~~exercise ~~March~~any ~~31,~~other ~~2012,~~remedies ~~Quarterly Report on Form 10-Q for~~ the ~~three~~Investors ~~months~~may ~~ended~~have ~~June~~under ~~30, 2012 and Quarterly Report on Form 10-Q for~~ the ~~three~~transaction ~~months ended September 30~~documents, ~~2012,~~at ~~each~~law ~~filed~~or onin ~~November 15, 2012, May 17, 2012, August 14, 2012 and November 14, 2012 with the Securities and Exchange Commission~~equity.

WeThe ~~furnished~~Company ~~EFP~~is ~~with~~currently ain ~~copy~~discussion ~~of this disclosure on December 20, 2012, providing EFP~~ with the ~~opportunity~~Investor toRepresentative ~~furnish~~and ~~the~~Investors ~~Company~~regarding ~~with~~proposals arelating ~~letter addressed~~ to the ~~SEC~~Senior ~~stating~~Convertible ~~whether~~Notes itand ~~agrees with~~ the ~~statements~~Company’s ~~made~~default bythereunder, usincluding ~~herein in response to Item 304(~~a) ofrepayment ~~Regulation~~schedule ~~S-K~~for ~~and, if not, stating~~ the ~~respect~~remaining inprincipal. ~~which~~Attached itas ~~does~~Exhibit ~~not agree~~99. We1 ~~have~~is ~~received the requested letter from EFP, and~~ a ~~copy of such~~ letter isto ~~filed~~the asInvestors ~~Exhibit~~from ~~16.1~~the toCompany’s ~~this~~Chief ~~current~~Financial ~~report~~Officer, onGilbert ~~Form 8-K~~Lee.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss EFP as our independent auditor, the Board of Directors appointed UHY LLP (“UHY”) as our independent auditor.

During the years ended December 31, 2011 and 2010 and through the date hereof, neither the Company nor anyone acting on its behalf consulted UHY with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that UHY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit
16.1		Letter from EFP Rotenberg LLP, dated December 24, 2012
Number	Description
99.1	Letter, dated February 13, 2013, to Investors that invested in the Company’s February 9, 2011 financing.

SIGNATURE

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

Date: December 26, 2012	TANKE BIOSCIENCES CORPORATION
Date: February 13, 2013	TANKE BIOSCIENCES CORPORATION
	By:	/s/ Guixiong Qiu
		Name:	Guixiong Qiu
		Title:	Chief Executive Officer

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