Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2011
Commission File Number: 333-150388
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Rongfu Aquaculture, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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98-0655634
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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Dongdu Room 321, No. 475 Huanshidong Road, Guangzhou City, PRC 510075
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(Address of principal executive offices)
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011-86-20-8762-1778
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address if changed since the 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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This Amendment No. 1 to our Current Report on Form 8-K which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2011 (the “Original Filing”), is being filed to amend Item 4.01 in response to certain comments on the Original Filing received from the staff of the SEC and to file as Exhibit 16.1 a letter from Aquavella, Chiarelli, Shuster Berkower & Co., LLP regarding the statements made in Item 4.01 of this Amendment No. 1.
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ITEM 4.01
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CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
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On March 23, 2011, the Board of Directors of Rongfu Aquaculture, Inc. (the “Company”) dismissed Aquavella, Chiarelli, Shuster, Berkower & Co., LLP (“ACSB”), as the Company’s independent certified public accounting firm.
Concurrent with this action, our Board of Directors appointed Sherb & Co., LLP (“Sherb”) as our new independent certified public accounting firm. Sherb is located at 805 Third Avenue, New York, New York 10022 and has offices in Beijing and Shanghai, China.
On March 29, 2010, the Company acquired 100% of the common stock of Rongfu Aquaculture, Inc., a Delaware corporation (“Rongfu Delaware”), pursuant to a Share Exchange Agreement in a reverse merger transaction previously reported in the Company’s Current Report on Form 8-K filed on March 31, 2010. Rongfu Delaware is considered the predecessor of the Company and the historical financial statements of Rongfu Delaware are considered those of the Company. ACSB issued an audit report on the consolidated financial statements of the Company as of and for the years ended December 31, 2009, and 2008 which did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2009 and 2008, the interim period ended September 30, 2010, and through the date of dismissal of ACSB as the Company’s independent accountant, there were no disagreements with ACSB on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ACSB, would have caused it to make reference to the subject matter of the disagreement in its reports on our financial statements for such periods.
The Company has provided ACSB with a copy of this Amendment No. 1 to Form 8-K prior to its filing with the SEC and requested it to furnish a letter addressed to the SEC stating whether it agrees with the statements made above. Attached as Exhibit 16.1 is a copy of ACSB’s letter to the SEC, dated April 8, 2011.
During the period the Company engaged ACSB, neither the Company nor anyone on the Company's behalf consulted with Sherb regarding either (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event.
The Company has authorized ACSB to respond fully to all inquiries of ACSB.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT INDEX
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Exhibit Number
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Description
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16.1
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Letter from ACSB to the SEC dated April 8, 2011
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SIGNATURES
Pursuant to the requirements of the Securities and 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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RONGFU AQUACULTURE, INC.
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Date: April 8, 2011
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/s/ Kelvin Chan
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President
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