- Amended Current report filing (8-K/A)
23 Outubro 2009 - 6:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1 to the Current Report on Form 8-K, dated August 26, 2009
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 26, 2009
CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33537
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20-2903562
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(Commission File Number)
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(IRS Employer Identification No.)
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No. 2, Jing You Road
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Kunming National Economy &
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Technology Developing District
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Peoples Republic of China 650217
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N/A
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(Address of Principal Executive Offices)
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(Zip Code)
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0086-871-728-2628
(Registrants Telephone Number, Including Area Code)
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 (
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))
Explanatory Note:
China Shenghuo Pharmaceutical Holdings, Inc. (the Company) filed a Current Report on Form 8-K dated August 26, 2009, including an Exhibit 16.1. The Company is
filing an amendment to the August 26 Form 8-K to (i) specify the manner in which the Companys relationship with Hansen, Barnett & Maxwell, P.C., the Companys former independent accountant (HBM), ended; (ii) clarify that
there were no disagreements with HBM for the two most recent fiscal years and the subsequent period through August 26, 2009 and (iii) include an updated letter from HBM. The updated version of Exhibit 16.1 attached hereto supersedes the Exhibit 16.1
filed with the August 26 Form 8-K in its entirety.
Item 4.01. Changes in Registrants Certifying Accountant.
As a result of a competitive request for proposal, China Shenghuo Pharmaceutical Holdings, Inc. (the Company) decided to change the Companys independent registered public accounting firm from Hansen, Barnett
& Maxwell, P.C. (HBM) to Bernstein & Pinchuk LLP (B&P), an Independent Member of the BDO Seidman Alliance with offices in New York City, Beijing and Guangzhou. On August 26, 2009, as previously recommended by the
Audit Committee and as authorized by the Board of Directors, the Company signed an engagement letter with B&P to serve as the Companys independent registered public accounting firm and to review the Companys financial statements for
the periods ending September 30, 2009 and audit the Companys financial statements for the year ending December 31, 2009. This action effectively dismissed HBM on this date as the Companys independent registered public accounting firm.
The reports of HBM on the financial statements of the Company for the years ended December 31, 2008 and 2007 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles, with the exception of the separate paragraph in the independent audit report by HBM for the fiscal year ended December 31, 2007 stating:
As discussed in Note 1, to the accompanying consolidated financial statements, the Company has restated the accompanying 2007 consolidated financial statements.
The inclusion of this statement in the independent audit report was the result of an internal investigation conducted by the Company as previously disclosed on Form 8-K filed with the Securities and Exchange Commission (the
Commission) on August 22, 2008 and on Form 8-K/A filed with the Commission on September 12, 2008.
During the Companys two most recent fiscal years ended December 31, 2008 and 2007 and the subsequent interim period through August 26, 2009, there have been no disagreements with HBM on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of HBM would have caused it to make reference to the subject matter of such disagreements in connection with its
reports on the financial statements for such years and any interim periods. Further, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K during the Companys two most recent fiscal years preceding the date
of this filing.
The Company was not required to file with its annual report on Form10-K for the fiscal year ended December 31, 2008, and has not obtained an attestation report from HBM on its internal controls over financial reporting as of any
date through the date of this filing.
During the fiscal years ended December 31, 2008 and 2007 and the subsequent interim period through August 26, 2009, neither the Company, nor anyone acting on its behalf, consulted with B&P with respect to the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Companys consolidated financial statements, or any matters that were either the subject of a
disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided HBM with a copy of the foregoing disclosures on this Form 8-K and requested that HBM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the
above statements, and if not, stating the respects in which it does not agree. The Company has received the requested letter from HBM stating that it does agree, and a copy is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
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Description
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16.1
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Letter from Hansen, Barnett & Maxwell, P.C. to
the Securities and Exchange Commission dated October 23, 2009.
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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.
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CHINA SHENGHUO PHARMACEUTICAL
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HOLDINGS, INC.
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Date: October 23, 2009
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By:
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/s/ Gui Hua Lan
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Name: Gui Hua Lan
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Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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16.1
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Letter from Hansen, Barnett & Maxwell, P.C. to
the Securities and Exchange Commission dated October 23, 2009.
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