- Current report filing (8-K)
March 05 2012 - 1:29PM
Edgar (US Regulatory)
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):
January 8, 2012
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American Jianye Greentech Holdings Ltd.
(Exact name of Company as specified in its charter)
______________
Nevada
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333-144228
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30-0679981
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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136-20 38th Ave. Unit 3G, Flushing, NY 11354
(Address of principal executive offices) (Zip
Code)
718-395-8706
Company’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 Company under any of the following provisions:
[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Company's Certifying Accountant
.
(1) Previous Independent Registered Public Accounting Firm
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(i)
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On January 8, 2012, American Jianye Greentech Holdings Ltd. (the “Company”) dismissed
its independent registered public accounting firm, Albert Wong & Co. (“Albert Wong”).
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(ii)
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The reports of Albert Wong on the consolidated financial statements of the Company as of December
31, 2010 and for the year then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles .
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(iii)
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The decision to change independent registered public accounting firm was approved by the Board
of Directors of the Company.
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(iv)
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During the Company’s most recent year ended December 31, 2010
and any subsequent interim periods through January 8, 2012, (a) there were no disagreements with Albert Wong on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to
the satisfaction of Albert Wong, would have caused it to make reference thereto in its reports on the financial statements for
such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K
other than: At December 31, 2010, the Company reported a material weakness in its internal control over financial reporting related
to the Company’s
insufficiently qualified accounting and finance personnel with an appropriate level of U.S. GAAP
knowledge and experience
.
Management believes that the lack of experience with U.S. GAAP constitutes
a material weakness in its internal control and t
he Company’s Audit Committee discussed this material
weakness with Albert Wong and has authorized Albert Wong to respond fully to inquiries of the successor independent registered
public accounting firm concerning this matter.
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(v)
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On January 12, 2012 the Company provided Albert Wong with a copy of this Current Report and has
requested that it furnish the Company with a letter addressing to the U.S. Securities & Exchange Commission stating whether
it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.
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(2) New Independent Registered Public Accounting
Firm
On January 2, 2012, concurrent with
the dismissal of Albert Wong, the Company, upon the board of directors’ approval, engaged Li & Company, PC (“Li
& Company”) as its new independent registered public accounting firm to audit and review the Company’s financial
statements effective immediately. During the two most recent years ended December 31, 2010 and 2009, and any subsequent period
through the date hereof prior to the engagement of Li & Company, neither the Company, nor someone on its behalf, has consulted
Li & Company regarding:
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(i)
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either: 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 either a written
report was provided to the Company or oral advice was provided that the new accountant concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
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(ii)
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any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv)
of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.
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Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: None
(b) Pro-Forma Financial Statements: None
(c) Exhibits:
Exhibit No.
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Description
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16.1
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Letter of
Albert Wong
dated February 24, 2012 to the U.S. Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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American Jianye Greentech Holdings Ltd.
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Dated: February 24, 2012
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By:
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/s/ Haipeng Wang
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Haipeng Wang, CEO and Chairman of the Board
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