-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6RBg1tMuKrxlfQi41Ky0eR5rsyWG6Qa3Qv5bpwMc6P2tFRB1zwOf/TfbaFIxvIo w3E/cjZZQyv4VOCa8AFf9Q== 0001199835-10-000640.txt : 20100930 0001199835-10-000640.hdr.sgml : 20100930 20100930115643 ACCESSION NUMBER: 0001199835-10-000640 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100909 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100930 DATE AS OF CHANGE: 20100930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tongji Healthcare Group, Inc. CENTRAL INDEX KEY: 0001389518 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-140645 FILM NUMBER: 101098362 BUSINESS ADDRESS: STREET 1: NO.5 BEIJI ROAD, NANNING, CHINA CITY: NANNING STATE: F4 ZIP: ----- BUSINESS PHONE: 212-930-9700 MAIL ADDRESS: STREET 1: NO.5 BEIJI ROAD, NANNING, CHINA CITY: NANNING STATE: F4 ZIP: ----- 8-K/A 1 tongji-8ka1st_09092010.htm TONGJI HEALTHCARE FORM 8KA 1SR AMENDED 09-09-2010 tongji-8ka1st_09092010.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

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):    September 9, 2010

TONGJI HEALTHCARE GROUP, INC. 

 (Exact name of registrant as specified in its charter)


Nevada
 
333-140645
 
None
 (State or other
jurisdiction of incorporation)
   (Commission
File Number)
     (I.R.S. Employer
Identification No.)
         
 
No. 5 Beiji Road
Nanning, Guangxi, People’s Republic of China

 (Address of principal executive offices) (zip code)
         
011-86-771-2020000

 (Registrant’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 registrant under any of the following provisions:

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))

 
 
1

 
 
EXPLANATORY NOTE
 
 
This Amendment No. 1 to the Current Report on Form 8-K is filed as amendment to the Current Report on Form 8-K filed by Tongji Healthcare Group, Inc. (the "Company") on September 13, 2010 to include Kabani & Company, Inc.’s letter to the SEC stating that they agreed with the disclosures made herein as Exhibit 16.1.
 
This Amendment No. 1 to the Current Report on Form 8-K of the Company has not been updated or modified in any other way and speaks only as of the date of the original filing, September 13, 2010.
 
Item 4.01
 
Changes in Registrant's Certifying Accountant
 
On September 9, 2010, our board of directors determined to dismiss our previous independent registered public accounting firm, Kabani & Company, Inc. ("Kabani") with immediate effect from September 9, 2010 and on September 9, 2010, our board of directors appointed  Windes & McClaughry Accountancy Corporation ("Windes") as our new independent registered public accounting firm.
 
The reports of Kabani on our financial statements for each of the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principlesexcept that Kabani had raised substantial doubt about the Company's ability to continue as a going concern . The decision to appoint Windes as our independent accountants was approved by our Board of Directors on September 9, 2010.
 
During our two most recent fiscal years and through the date of this report, we have had no disagreements with Kabani 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 Kabani, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.
 
During our two most recent fiscal years and through the date of this report on Form 8-K, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the SEC.
 
We provided Kabani  with a copy of this disclosure before its filing with the SEC. We requested that Kabani provide us with a letter addressed to the SEC stating whether or not it agreed with the above statements. We received a letter from Kabani stating that it agrees with the above statements on September 30, 2010. A copy of this letter is filed as an exhibit to this report.
 
New Independent Accountants
 
Our Board of Directors approved the appointment of Windes as our new independent registered public accounting firm effective as of September 9, 2010. During the two most recent fiscal years and through the date of our engagement, we did not consult with Windes regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years.
 
Prior to engaging Windes, Windes did not provide our Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to appoint Windes as our new independent registered public accounting firm.
 
Item 9.01.
 
Financial Statements and Exhibits.
 
 
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: September 30, 2010 
 
TONGJI HEALTHCARE GROUP, INC.
   
    
   
    
   
    
   
By: /s/ Yunhui Yu
   
 Yunhui Yu
   
 President and Chief Executive Officer
 
2

EX-16.1 2 exhibit_16-1.htm LETTER DATED SEPTEMBER 30, 2010 FROM KABANI TO THE SECURITIES AND EXCHANGE COMMISSION. exhibit_16-1.htm

EXHIBIT 16.1
 
 
 KABANI & COMPANY, INC.
 
 
Certified Public Accountants
6033 West Century Blvd., Suite 810, Los Angeles, CA 90045
 
 Phone (310) 568-1625
Fax (310) 410-0371
www.kabanico.com
September 30, 2010
 
Office of the Chief Accountant
SECPS Letter File
Mail Stop 9-5
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
 
Re: TONGJI HEALTHCARE GROUP, INC.
 
File No. 333-140645
 
We have read the statements that we understand TONGJI HEALTHCARE GROUP, INC. will include under Item 4.01 of the Amendment No. 1 of Form 8-K report, dated September 30, 2010, it will file regarding the recent change of auditors. We agree with such statements made regarding our firm.
 
Very truly yours,
 
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