UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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)
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| Nevada | 333-144228 | 30-0679981 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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:
| [ ] | 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)) |
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
| (i) | On January 8, 2012, American Jianye Greentech Holdings Ltd. (the “Company”) dismissed its independent registered public accounting firm, Albert Wong & Co. (“Albert Wong”). |
| (ii) | 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 . |
| (iii) | The decision to change independent registered public accounting firm was approved by the Board of Directors of the Company. |
| (iv) | 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. |
| (v) | 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. |
(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:
| (i) | 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 |
| (ii) | 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. |
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. | Description | |
| 16.1 | Letter of Albert Wong dated February 24, 2012 to the U.S. Securities and Exchange Commission. |
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.
| American Jianye Greentech Holdings Ltd. | ||
| Dated: February 24, 2012 | By: | /s/ Haipeng Wang |
| Haipeng Wang, CEO and Chairman of the Board | ||
Exhibit 16.1
ALBERT WONG & CO.
CERTIFIED PUBLIC ACCOUNT ANTS
7th Floor, Nan Dao Commercial Building
359-361 Queen's Road Central
Hong Kong
Tel : 2851 7954
Fax: 2545 4086
ALBERT WONG
B.Snc .. Sc., AC A .. LL.B., C.P.A.(Pmctising)
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington DC 20549-7561
Re: American Jianye Greentech Holdings Ltd.
Commission File Number: 333-144228
Commissioners:
We have read Item 4.01 of Form 8-K dated February 24, 2012, of American Jianye Greentech Holdings Ltd. (the “Company”) and are in agreement with the statements contained therein insofar as they relate to our dismissal and our audit of the consolidated balance sheet of the Company as of December 31, 2010, and the related consolidated statements of operations, shareholders' equity and comprehensive
income, and cash flows for the year then ended.
/s/ Albert Wong & Co.
Albert Wong & Co.
Certified public accountants
Hong Kong, China
February 24, 2012