SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2012
American Jianye Greentech Holdings Ltd.
(Exact name of Company as specified in its charter)
(State or other jurisdiction
136-20 38th Ave. Unit 3G, Flushing, NY 11354
(Address of principal executive offices) (Zip Code)
Company’s telephone number, including area code
(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 April 1, 2012, American Jianye Greentech Holdings Ltd. (the “Company”) dismissed its independent registered public accounting firm, Li & Company, PC (“Li & Company”).|
|(ii)||Li & Company did not issue any reports during the period from January 8, 2012 (date of engagement) through April 1, 2012 (date of dismissal).|
|(iii)||The decision to change independent registered public accounting firm was approved by the Board of Directors of the Company.|
|(iv)||During the period from January 8, 2012 (date of engagement) through April 1, 2012 (date of dismissal), (a) there were no disagreements with Li & Company 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 Li & Company, 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.|
|(v)||On April 27, 2012 the Company provided Li & Company with a copy of this Current Report and has requested that it furnish the Company with a letter addressing to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this amended Current Report on Form 8-K/A.|
(2) New Independent Registered Public Accounting Firm
On April 1, 2012, concurrent with the dismissal of Li & Company, the Company, upon the board of directors’ approval, engaged Stan Jeong-Ha Lee CPA (Stan Lee, CPA”) 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 Stan Lee, CPA, neither the Company, nor someone on its behalf, has consulted Stan Lee, CPA 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
|16.1||Letter of Li & Company dated April 27, 2012 to the U.S. Securities and Exchange Commission.|
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: April 27, 2012||By:||/s/ Haipeng Wang|
|Haipeng Wang, CEO and Chairman of the Board|
April 27, 2012
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: American Jianye Greentech Holdings Ltd.
Commission File Number ( 333-144228 )
We have read Item 4.01 of the amended Current Report on Form 8-K/A dated April 27, 2012, of American Jianye Greentech Holdings Ltd. and are in agreement with the statements contained therein insofar as they relate to our dismissal.
/s/ Li & Company, PC
Li & Company, PC