8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 1, 2014 (September 15, 2014)

Bohai Pharmaceuticals Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53401	98-0697405
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

c/o Yantai Bohai Pharmaceuticals Group Co. Ltd.

No. 9 Daxin Road, Zhifu District

Yantai, Shandong Province, China 264000

(Address of principal executive offices)

Registrant’s telephone number, including area code: +86(535)-685-7928

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant 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))

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EXPLANATORY NOTE

On September 19, 2014, Bohai Pharmaceuticals Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the dismissal of the Company’s independent registered accounting firm and the retention of a new independent registered accounting firm for the Company.  The Company is now amending and restating the Original 8-K in response to comments received by the Company from the staff of the Securities and Exchange Commission regarding the Original 8-K.  Therefore, Item 4.01 of the Original 8-K is hereby amended and restated in its entirety to read as follows:

Item 4.01 Changes in Registrant’s Certifying Accountant

Effective September 15, 2014, Bohai Pharmaceuticals Group, Inc. (the “Company”) dismissed its independent registered public accounting firm, Marcum Bernstein & Pinchuk LLP (“Marcum”) effective immediately.  The dismissal was approved by the Board of Directors (the “Board”) of the Company.

Marcum was engaged as the independent registered public accounting firm on June 24, 2011 (such period from June 24, 2011 through Marcum’s dismissal, the “Engagement Period”). During the Engagement Period, Marcum did not issue any reports on the Company’s financial statements that contained an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2013 and June 30, 2014 and through the Engagement Period, there were (i) no disagreements with Marcum 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 Marcum would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report; (2) no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K, except for the following:

During the examination of the Company’ accounts as of June 30, 2014, Marcum requested that the Company provide Marcum with access to its on line banking accounts for purpose of verifying the Company’s cash balances on the relevant dates., The Company refused to grant the access as requested because (i) such request was unprecedented during Marcum’s engagement with the Company and (ii) the Company did not hold any on line banking accounts at the time of such request (the “Disagreement”).  Marcum’s view was that having such access was necessary to complete its current review procedures and that such requirement could not be waived.  The Board has discussed the subject matter of the Disagreement described herein with Marcum. The Company has authorized Marcum to respond fully to the inquiries of Parker (as defined below) concerning the subject matter of the disagreement described herein.

The Company has provided Marcum with a copy of the above disclosures prior to its filing with the Securities and Exchange Commission (the “SEC”), and has requested that Marcum furnish a letter addressed to the SEC stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of Marcum’s response letter dated September 19, 2014 is filed as Exhibit 16.1 to this Form 8-K.

Effective September 15, 2014, the Company engaged Parker Randall CF (H.K.) CPA Limited (“Parker”) as the Company’s independent registered public accounting firm. The engagement was approved by the Board.  During the years ended June 30, 2013 and June 30, 2014 and through the date hereof, the Company did not consult with Parker regarding (1) the application of accounting principles to a specified transaction, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between the Company and Marcum as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K. The Company has provided Parker with an opportunity to review the Company’s disclosures contained in this Form 8-K and to furnish the Company with a letter addressed to the SEC containing any new information, clarification, or the respects in which it does not agree with the statements made in this Form 8-K.  Parkers has reviewed the foregoing disclosures and has provided the Company with a letter indicating its agreement with the statements made herein.

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Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
16.1	Letter to the Securities and Exchange Commission from Marcum Bernstein & Pinchuk LLP dated October 1, 2014.
16.2	Letter to the Securities and Exchange Commission from Parker Randall CF (H.K.) CPA Limited dated October 1, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 1, 2014	Bohai Pharmaceuticals Group, Inc.
	By:	/s/ Hong Wei Qu
		Name:  Hong Wei Qu
		Title:    Chief Executive Officer

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EX-16.1

EXHIBIT 16.1

October 1, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Commissioners:

We have read the statements made by Bohai Pharmaceuticals Group, Inc. under Item 4.01 of its Form 8-K/A dated October 1, 2014. We agree with the statements concerning our Firm in paragraph 1, 2, 3, 4 and 5 in such Form 8-K/A; we are not in a position to agree or disagree with other statements of Bohai Pharmaceuticals Group, Inc. contained therein.

Very truly yours,

/s/Marcum Bernstein & Pinchuk LLP

Marcum Bernstein & Pinchuk LLP

NEW YORK OFFICE•7 Penn Plaza •Suite 830•New York, New York 10001•Phone 646.442.4845 •Fax 646.349.5200 •marcumbp.com

CORRESP

October 1, 2014

Via Edgar Correspondence

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Bohai Pharmaceuticals Group, Inc.

Form 8-K filed September 19, 2014 File No. 000-53401

Dear Mr. Rosenberg:

Bohai Pharmaceuticals Group, Inc. hereby transmits our response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 24, 2014, regarding our Current Report on Form 8-K filed on September 19, 2014.  For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with our response.

Item 4.01 Changes in Registrant’s Certifying Accountant

1.

Please provide all the disclosures required by Item 304 of Regulation S-K, as applicable. Specifically:

·

State whether the board of directors discussed the subject matter of the disagreement with the former accountant as required by paragraph (a)(1)(iv); and

·

Provide disclosures required by paragraph (a)(2)(ii)(A)-(C) regarding your consultation with the newly engaged accountant regarding the matter that was the subject of a disagreement with Marcum or tell us why these disclosures are not applicable.

We have revised the disclosures in an amendment No. 1 to the Form 8-K (the “Form 8-K/A) filed with the Commission today in response to the Staff’s comments.

2.

Regarding the reportable event you describe in your last paragraph, please disclose, if true, that your former accountants advised you that the internal controls necessary for you to develop reliable financial statements do not exist as noted in (a)(1)(v)(A) and disclose the information required by paragraph (a)(1)(iv) of Item 3-04 of Regulation S-K. If this is not true, please tell us how management’s conclusion that internal control over financial reporting was not effective is a reportable event as defined in (a)(1)(v)(A)-(D).

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We respectfully advise the Staff that the referenced management’s assessment with respect to ineffective internal control is not a reportable event as defined in (a)(1)(v)(A) as tour former accountants did not advise us regarding our internal controls.  Therefore, this disclosure has been removed from the Form 8-K/A.

3.

In compliance with paragraph (a)(2)(ii)(D) of Item 304 of Regulation S-K, have your newly engaged accountant, Parker Randall CF (H.K.) CPA Limited, review your amendment to this Item 4.01 Form 8-K and provide the new accountant the opportunity to furnish to you a letter addressed to the Commission containing any new information, clarification, or the respects in which it does not agree with the statements made. File any such letter as an exhibit to your amended Item 4.01 Form 8-K.

In compliance with paragraph (a)(2)(ii)(D) of Item 304 and pursuant to the Staff’s comment, we have had our newly engaged accountant, Parker Randall CF (H.K.) CPA Limited (“Parker Randall”) review our Form 8-K/A.  A letter from Parker Randall is filed as exhibit 16.2 to the Form 8-K/A.

4.

Please file a letter from your former accountant as Exhibit 16, indicating whether or not they agree with your disclosures in the amended Item 4.01 Form 8-K.

Pursuant to the Staff’s comment, a letter from our former account is filed as exhibit 16.1 to the Form 8-K/A.

In making our responses we acknowledge that:

•   

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;

•   

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; and

•   

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that we have adequately addressed your comments. If you have further comments, we ask that you forward them by electronic mail to our counsel, Lawrence A. Rosenbloom, Esq. at lrosenbloom@egsllp.com, or Ying Li, Esq. at yli@egsllp.com or reach them by telephone at (212) 370-1300.

Sincerely,

/s/ Hongwei Qu

Hongwei Qu

 Chief Executive Officer

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CORRESP

Signed Letter to SEC