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): September 13, 2012
RT Technologies, Inc.
(Exact name of registrant as specified
in its charter)
| Nevada |
|
000-53009 |
|
57-1021913 |
| (State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| Jixing Building, 151 Shengli Avenue North, Shijiazhuang, Hebei Province, P.R. China |
|
050041 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: +86- 0311-8696-4264
9160 South 300 West, Suite 101, Sandy,
UT, 84070
(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):
[ ] 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))
RT TECHNOLOGIES, INC.
CURRENT REPORT ON FORM 8-K
TABLE OF CONTENTS
| Item 4.01 Changes in Registrant’s Certifying Accountant |
| Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
| Item 9.01 Financial Statements and Exhibits |
| Exhibit 16.1 Letter from Marcum Bernstein & Pinchuk LLP regarding this Current Report on Form 8-K. |
| Signatures |
Item 4.01. Changes in Registrant’s
Certifying Accountant
On September 13, 2012, the client auditor
relationship between RT Technologies, Inc. (the "Company") and Marcum Bernstein & Pinchuk LLP (“MarcumBP”)
was terminated when MarcumBP was dismissed as the Company’s independent registered accounting firm and replaced by Anderson
Bradshaw PLLC. Effective September 13, 2012, the Company engaged Anderson Bradshaw PLLC as its principal independent public accountant.
The decision to change accountants was recommended, approved and ratified by the Company's Board of Directors on September 13,
2012.
MarcumBP's report on the consolidated
balance sheets of China Agriculture Media Group Co., Limited (a development stage enterprise) and subsidiaries as of December 31,
2011, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash
flows for the period from March 30, 2011 (inception) through December 31, 2011, did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles other than the inclusion of
an explanatory paragraph discussing the Company’s ability to continue as a going concern.
During the quarter ended June 30, 2012,
there were no disagreements between MarcumBP and the Company on a matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of MarcumBP would have caused
MarcumBP to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements.
On August 20, 2012, the Company filed
their Quarterly Report on Form 10-Q and accompanying financial statements and footnotes prior to MarcumBP completing the Company’s
SAS 100 review. The filing of the 10-Q occurred as a result of a miscommunication between the Company and MarcumBP stemming from
misinterpreted and poorly translated correspondence.
As a result of the delay in this review
process, the Company has decided to terminate its relationship with MarcumBP and engaged Anderson Bradshaw PLLC. This decision
was not made lightly, but the Company believes that meeting its financial disclosure reporting deadlines on time is crucial to
its survival as a public company.
The Company has authorized MarcumBP
to respond fully to any inquiries from any new auditors hired by the Company relating to their engagement as the Company's independent
accountant. The Company has requested that MarcumBP review the disclosure and MarcumBP has been given an opportunity to furnish
the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression
of its views, or the respect in which it does not agree with the statements made by the Company herein. Such letter is filed as
an exhibit to this Report.
The Company has not previously consulted
with Anderson Bradshaw PLLC regarding either (i) the application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) a reportable
event (as provided in Item 304(a)(1)(v) of Regulation S-K) during the years ended December 31, 2011, and any later interim period,
including the interim period up to and including the date the relationship with MarcumBP ceased. Anderson Bradshaw PLLC has reviewed
the disclosure required by Item 304 (a) before it was filed with the Commission and has been provided an opportunity to furnish
the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression
of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304 (a). Anderson
Bradshaw PLLC did not furnish a letter to the Commission.
Item 4.02 Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review
The Company’s Current Report
on Form 8-K filed on August 30, 2012 is hereby incorporated by reference.
The Company intends to file an
amendment to the June 30, 2012 Form 10-Q to file unaudited interim financial statements for the quarterly period ended June 30,
2012 reviewed in accordance with SAS 100 as required by Rule 10-01(d) as promptly as practicable. Because the financial statements
contained in the June 30, 2012 Form 10-Q do not meet the requirements of Rule 10-01 (d) of Regulation S-X, the Company may not
be considered current in our filings under the Securities Exchange Act of 1934. Filing an amendment to the June 30, 2012 Form 10Q,
when the independent registered public accountants’ review is complete, would eliminate certain consequences of a deficient
filing, but the Company may become ineligible to use Form S-3 to register securities until all required reports under the Securities
Exchange Act of 1934 have been timely filed for the 12 months prior to the filing of the registration statement for those securities.
The Company is evaluating the impact of filing a deficient Form 10-Q due to lack of a review by its independent registered public
accounting firm on any of its contractual commitments, and any potential listing standards, and the Securities Exchange Act.
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed
as part of this Current Report on Form 8-K.
Exhibit
Exhibit 16.1 Letter from Marcum Bernstein & Pinchuk
LLP regarding this Current Report on Form 8-K.
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 thereunto
duly authorized.
Date: September 18, 2012 RT
Technologies, Inc.
By: /s/ Weiheng Cai
Weiheng
Cai
President
Exhibit Index
Exhibit 16.1 Letter from Marcum Bernstein & Pinchuk
LLP regarding this Current Report on Form 8-K.
