Shiner International, Inc. - Amended Current report filing (8-K/A)
31 Janvier 2008 - 10:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported):
July
23, 200
7
SHINER
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
333-136049
|
|
98-0507398
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
19/F,
Didu Building, Pearl River Plaza, No. 2 North Longkun Road
Haikou,
Hainan Province
China
570125
(Address
of principal executive offices) (zip code)
86-898-68581104
(Registrant’s
telephone number, including area code)
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):
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))
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
July
24, 2007, we dismissed Manning Elliott LLP (“Manning Elliott”) as our
independent accountants. Manning Elliott had previously been engaged as the
principal accountant to audit our financial statements. The reason for the
dismissal of Manning Elliott is that, following the consummation of the reverse
acquisition on July 24, 2007, (i) the former stockholders of the Shiner Group
owned a significant amount of the outstanding shares of our common stock and
(ii) our primary business became the business previously conducted by the Shiner
Group. The independent registered public accountant of the Shiner Group was
the
firm of Goldman Parks Kurland Mohidin (“Goldman Parks”). We believe that it is
in our best interest to have Goldman Parks continue to work with our business,
and we therefore retained Goldman Parks as our new principal independent
registered accounting firm, effective as July 24, 2007. Goldman Parks is located
at
18321
Ventura Boulevard, Suite 300, Tarzana, California, 91356
. The decision to
change accountants was approved by our board of directors on September 28,
2007.
The
report of Manning Elliott for our fiscal years ended March 31, 2005 and 2006,
respectively, contained no adverse opinion or disclaimer of opinion and was
not
qualified or modified as to uncertainty, audit scope or accounting principles,
but was qualified due to a going concern uncertainty.
In
connection with its audits for the past two recent fiscal years and in the
subsequent interim period ending September 28, 2007, there have been no
disagreements with Manning Elliott on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope and procedure,
which disagreements, if not resolved to the satisfaction of Manning Elliott,
would have caused them to make reference thereto in their report on the
financial statements for such years.
We
have
requested that Manning Elliott furnish us with a letter addressed to the
Securities and Exchange Commission (the “Commission”) stating whether or not it
agrees with the above statements.
A
copy of
such letter is attached as Exhibit 16.1 to this Current Report on Form
8-K.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
July
24, 2007, our board of directors approved a change in our fiscal year to
a
fiscal year ending on December 31 from a fiscal year ending on March 31.
By such
change, we have adopted the fiscal year of the Shiner Group, the acquirer
in the
reverse acquisition for accounting purposes, and, therefore, there will be
no
transition period in connection with this change of fiscal year-end. Our
2007
fiscal year will end on December 31, 2007.
Item
9.01
Financial
Statements and
Exhibits.
(d)
Exhibits.
Exhibit
No.
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|
Description
|
|
|
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16.1
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Letter
from Manning Elliott LLP, former independent
accountants.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SHINER
INTERNATIONAL, INC.
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By:
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/s/
Fu
Jian
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Name:
|
Fu
Jian
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Title:
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Chief
Executive Officer
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Dated:
January
28, 2008
EXHBIT
INDEX
Exhibit
No.
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|
Description
|
|
|
|
16.1
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|
Letter
from Manning Elliott LLP, former independent
accountants.
|
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