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): February 1, 2010 (January 13,
2010)
Renhuang
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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O-24512
(Commission
File
Number)
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88-1273503
(I.R.S.
Employer
Identification
No.)
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No.
281, Taiping Road, Taiping District,
Harbin,
Heilongjiang Province, 150050
P.
R. China
(Address
of principal executive offices) (zip code)
86-451-5762-0378
(Registrant’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 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))
EXPLANATORY
NOTE
This
Amendment No. 1 to our Current Report on Form 8-K is being filed to include the
letter addressed to the Securities
and Exchange Commission from Moore Stephens, P.C. which was not available
when the original Form 8-K was filed with the Securities and Exchange Commission
on January 19, 2010.
Item 4.01 Changes in Registrant’s
Certifying Accountant.
On
January 13, 2010, Renhuang Pharmaceuticals, Inc. (the “Company”) dismissed Moore
Stephens, P.C. (“MSPC”) as the Company’s independent registered public
accounting firm.
For
fiscal year ended October 31, 2008, MSPC issued an audit report on the Company’s
consolidated balance sheet as of October 31, 2008, and the related consolidated
statements of income and comprehensive income, shareholders’ equity, and cash
flows for the year then ended. The report of MSPC on the foregoing financial
statements did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to any uncertainty, audit scope or accounting
principles.
During
the fiscal year ended October 31, 2008 and through January 13, 2010, (i) there
were no disagreements between the Company and MSPC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of MSPC
would have caused MSPC to make reference to the subject matter of disagreement
in connection with its reports on the Company’s financial statements, and (ii)
there were no reportable events as that term is described in Item 304(a)(1)(iv)
of Regulation S-K.
On
January 13, 2010, we engaged Windes & McClaughry Accountancy Corporation
(“W&M”) as the Company’s new independent registered public accounting firm.
The Company’s Board of Directors recommended, authorized, and approved the
decision to dismiss MSPC as our independent registered public accounting firm
and to engage W&M to serve as our independent registered public accounting
firm.
On
January 18, 2010, we provided MSPC with a copy of this Form 8-K, and requested
that MSPC furnish us with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements within ten
(10) business days of the filing of the Form 8-K on January 19, 2010. MSPC provided us with such a
letter on January 29, 2010. The letter is attached as Exhibit 16.1 to this
report on Form 8-K/A.
Item
5.02 Departure Certain Officer; Appointment of Certain Officers.
On
January 13, 2010, Mr. Zuoliang Wang resigned from the position of Interim Chief
Financial Officer (“CFO”) of Renhuang Pharmaceuticals, Inc. (the “Company”). Mr.
Zuoliang Wang did not have any disagreements with the Company prior to his
resignation from the CFO position.
On
January 13, 2010, Ms. Yanyi Chen was appointed the CFO of the Company. Ms. Chen
brings over 8 years of experience in accounting, auditing, financial analysis
and reporting for both public and private companies in China, New Zealand and
the United States. From August 2008 to January 2010, Ms. Chen served as
consultant to Resources Global Professionals, NASDAQ-listed, professional
services company, where she played a leading role in the company’s
financial projects and provided consultation on USGAAP, SEC reporting and
compliance requirements. From October 2006 to May 2008, she also worked as the
manager of the assurance division of Pricewaterhousecoopers Zhong Tian CPAs
Limited Company, where she managed and led external assurance engagements in
predominately IPO engagements assisting companies with their listing on the Hong
Kong Stock Exchange. From August 2002 to October 2006, Ms. Chen also
served at Pricewaterhousecoopers New Zealand as an auditor. Ms. Chen holds, from
the Victoria University of Wellington in New Zealand, a Graduate Diploma of
Professional Accounting, a Bachelor of Commerce and Administration and a
Bachelor of Science.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
16.1 Letter from Moore Stephens, P.C., dated
January 29, 2010.
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 hereunto
duly authorized.
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Dated: February
1, 2010
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Renhuang
Pharmaceuticals, Inc.
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/s/
Shaoming Li
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Shaoming
Li
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Chief
Executive Officer
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