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 Report
(Date of earliest
event reported):		March 7, 2014

(Date of earliest

event reported): December 6, 2013

AgFeed Industries, Inc.

(Exact name of registrant as specified in its charter)

Nevada

1-33674

20-2597168

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

100 Bluegrass Commons Blvd., Suite 310, Hendersonville, Tennessee 37075

(Address of principal executive offices, including zip code)

(917) 804-3584

(Registrant’s telephone number, including area code)

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:

¨ 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 24.101. ~~Completion~~Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant.

On ~~December~~March 67, ~~2013~~2014, ~~AgFeed~~ AgFeed Industries, Inc. (the “Company”) ~~completed~~received ~~its~~a ~~sale~~letter tofrom ~~Ningbo~~McGladrey ~~Tech-Bank~~LLP ~~Co., Ltd~~ (“~~NTB~~McGladrey”), ~~and~~confirming ~~its subsidiary~~that ~~Good Charm International Development Ltd. (~~the ~~“Purchaser”) of all of the outstanding capital stock of AgFeed~~ ~~Industries, Inc. (British Virgin Islands), a direct wholly~~client-~~owned~~auditor ~~subsidiary~~relationship ofbetween the Company and ~~the~~McGladrey ~~parent~~has ~~company of the Company’s Chinese subsidiaries (the “China Transaction”)~~ceased. ~~At the closing of the China Transaction, the Company received net cash proceeds, after fees and expenses of the transaction, of approximately $44.5 million.~~

~~Item~~On 8January 31, 2012, the Company announced that its special committee of the board of directors had completed its investigation into certain accounting issues in the Company’s animal nutrition and legacy farm hog operations in China.~~01.~~ ~~Other~~In ~~Events~~connection with that investigation, the Company previously disclosed that investors and others should not rely on the Company’s (1) audited financial statements for the year ended December 31, 2010, which were audited by McGladrey, (2) audited financial statements for the years ended December 31, 2009, 2008 and 2007, which were audited by another registered accounting firm and not McGladrey, and (3) unaudited financial statements for all quarters within those years and the first two quarters of 2011.

OnThe ~~December~~Company 6,has ~~2013~~not completed, inand ~~connection~~is ~~with~~not ~~the~~working ~~closing~~on, ofits financial statements for the ~~China~~years ~~Transaction~~ended 2013, ~~the~~2012 ~~Company~~or 2011, ~~NTB~~or ~~and~~its restated financial statements for the ~~Purchaser~~year ~~entered~~ended ~~into~~December a31, ~~Second~~2010. ~~Amendment~~Accordingly, (~~the “Amendment”~~a) toMcGladrey ~~the~~has ~~Agreement~~not ~~for~~issued ~~the~~any ~~Purchase~~report on those financial statements and (b) ~~Sale~~in each of ~~Shares,~~the ~~among~~years ~~the~~ended ~~Company~~December 31, ~~NTB~~2013 and ~~the~~December ~~Purchaser~~31, ~~with~~2012 ~~respect to~~and ~~the~~through ~~China~~March 7, ~~Transaction~~2014, ~~(as~~there ~~previously~~were ~~amended,~~no ~~the “Agreement”~~(i). ~~The~~disagreements, as ~~Second~~that ~~Amendment~~term ~~provides~~is ~~for~~defined ain ~~$250,000~~Item ~~reduction~~ 304(a)(1)(iv) of ~~the~~Regulation ~~purchase~~S-K, ~~price~~with ~~under~~McGladrey ~~the~~on ~~Agreement~~any inmatter ~~return~~of ~~for~~accounting ~~the~~principles ~~waiver~~or bypractices, financial ~~the~~statement ~~Purchaser~~disclosure, ofor ~~certain~~auditing ~~closing~~scope ~~deliveries~~or ~~otherwise~~procedure, ~~required under~~which ~~the~~disagreement ~~Agreement.~~would ~~The~~have ~~foregoing~~caused ~~description~~it ofto ~~the~~make ~~Amendment~~reference isto athe subject ~~summary~~matter ~~only~~of ~~and~~the isdisagreement ~~qualified~~ in its ~~entirety~~report byon the ~~copy of~~Company’s ~~the~~financial ~~Amendment~~statements; ~~filed~~or as(ii) ~~Exhibit~~reportable ~~2.1~~events, toas ~~this~~that term ~~Current~~is ~~Report~~defined onin ~~Form~~Item ~~8-K~~304(a)(1)(v) ~~and~~of ~~incorporated~~Regulation ~~herein by reference~~S-K.

InA ~~conjunction~~copy ~~with the closing, the parties agreed to escrow $558,000, representing the Company’s estimate~~ of ~~the~~a ~~net working capital, cash and~~letter ~~livestock~~from ~~adjustment~~McGladrey to ~~which~~ the Securities ~~Company~~and isExchange ~~entitled~~Commission ~~under the Agreement. The amount is escrowed until the final determination of the post-closing adjustment~~ (~~representing~~“SEC”) ~~the~~stating ~~difference between the final net working capital, cash and livestock adjustment amount and the estimated adjustment amount~~ that ~~was~~it ~~escrowed).~~agrees ~~Pursuant~~with to the ~~Agreement, the Purchaser has 15 business days to~~statements ~~submit~~regarding aMcGladrey ~~closing~~in ~~statement~~this ~~detailing~~report ~~the~~is ~~Purchaser’s~~filed ~~determination~~as ofExhibit ~~the~~16 ~~post-closing adjustment under the Agreement, and the Company has an opportunity~~ to ~~object~~this toCurrent ~~Purchaser’s~~Report ~~determination.~~on ~~The~~Form ~~Company must only make a post~~8-~~closing adjustment payment to Purchaser (including forfeiting the amount held in escrow) if the amount of such adjustment exceeds $1 million~~K.

Item 9.01.

Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Note applicable

(d)

Exhibits. The following exhibit is being filed herewith:

(~~2.1~~16) ~~Second~~ ~~Amendment to~~Letter ~~Agreement~~from ~~for~~McGladrey to the ~~Sale~~SEC ~~and~~regarding ~~Purchase~~change ofin ~~Shares~~certifying accountant, dated asMarch ~~of December 6~~12, ~~2013, by and among AgFeed Industries, Inc~~2014.~~, Good Charm International Development Ltd. and Ningbo Tech-Bank Co., Ltd.~~

* * * * *

NOTICE TO SHAREHOLDERS

The Company’s shareholders are cautioned that trading in shares of the Company’s equity securities during the pendency of its Chapter 11 bankruptcy proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s equity securities may bear little or no relationship to the actual recovery, if any, by holders in our Chapter 11 bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its equity securities.

~~SAFE HARBOR DISCLOSURE NOTICE~~2

The information provided in this report contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this report involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this report include, but are not limited to: the Chapter 11 bankruptcy process; and developments in litigation and proceedings, including the pending securities class action litigation and U.S. Securities and Exchange Commission investigation related to the matters investigated by the special committee of the Company’s board of directors and the restatement of the Company’s consolidated financial statements, and potential liability for a substantial damage award and indemnification obligations. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report, even if subsequently made available by the Company on its website or otherwise. The Company does not intend, and disclaims any obligation, to update any forward-looking information contained in this report or with respect to the information disclosed herein.

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.

	AGFEED INDUSTRIES, INC.
Date: December 9, 2013	By:	/s/ Keith A. Maib
Date: March 12, 2014	By:	/s/ Keith A. Maib
		Keith A. Maib
		Chief Restructuring Officer

AGREED INDUSTRIES, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit Number ~~2.1~~16 ~~Second~~Letter ~~Amendment~~from McGladrey to ~~Agreement for~~ the ~~Sale~~SEC ~~and~~regarding ~~Purchase~~change ofin ~~Shares~~certifying accountant, dated asMarch ~~of December 6~~12, ~~2013, by and among AgFeed Industries, Inc~~2014.~~, Good Charm International Development Ltd. and Ningbo Tech-Bank Co., Ltd.~~

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