Current Report Filing (8-k)
February 21 2013 - 11:20AM
Edgar (US Regulatory)
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)
February 18, 2013
SUNRISE REAL ESTATE GROUP, INC.
(Exact name of registrant as specified in
its charter)
Texas |
000-32585 |
75-2713701 |
(State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification) |
(Address of principal executive offices)
Hengfeng Road No.638,
Fl 25, Bldg A.
Shanghai, PRC 200070
Registrant's telephone number, including
area code (86)-21-6167-2855
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01. Changes in Registrant's
Certifying Accountant.
On February 18, 2013, our Board of
Directors engaged Finesse CPA, P.C. (“Finesse”) as the Registrant’s certifying accountant to audit the registrant's financial statements,
replacing its former certifying accountant, Kenne Ruan, CPA, P.C. (“Kenne Ruan”). Upon receipt of the notice that the
Registrant’s acceptance of the proposal from Finesse to audit its consolidated financial statements for the fiscal year ending
December 31, 2012, Kenne Ruan resigned as the Registrant’s certifying accountant on February 18, 2013.
None of
the reports of Kenne Ruan on the Registrant’s financial statements for either of the past two fiscal years contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except
that the reports did contain a going concern paragraph. During the Registrant’s past two fiscal years and through February
18, 2013 there have been no disagreements or reportable events (as defined in Regulation S-K Item 304(a)(1)(v)) with Kenne
Ruan on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter
of the disagreement in connection with its report. .
During the two most recent years ended
December 31, 2012 and 2011, and any subsequent interim period through February 18, 2013,
the Registrant did not consult with Finesse regarding any matter described in Regulation S-K Item 304(a)(2), including (i) the
application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be
rendered on the Registrant’s financial statements, nor did Finesse provide written or oral advice to the Registrant that
Finesse concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue or; (ii) any matter that was either the subject of a “disagreement” (as defined in Regulation
S-K Item 304(a)(1)(iv) and the related instructions) or a “reportable event” (as defined in Regulation S-K Item 304(a)(1)(v)).
The engagement of Finesse as the Registrant’s
new certifying independent accountant was approved by the Board of Directors.
The Registrant
provided Kenne Ruan with a copy of this Current Report on Form 8-K on February 18, 2013 and requested
Kenne Ruan to furnish the Registrant with a copy of a letter addressed to the SEC (the “SEC Letter”) stating whether
they agree with the statements made herein. The SEC letter is attached as Exhibit 16.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
| Number | Description of Exhibits |
16.1 |
Letter from Kenne Ruan, CPA, P.C. dated February 18, 2013 |
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SIGNATURE
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.
Dated: February 21, 2013
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SUNRISE REAL ESTATE GROUP, INC. |
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By: |
/s/ Wang Wen Yan |
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Name: Wang Wen Yan |
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Chief Financial Officer |
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