Attached files
| file | filename |
|---|---|
| EX-16.1 - EXHIBIT 16.1 - V Media Corp | vmedia_ex16x1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1 to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report: December 8, 2009
Golden
Key International, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-53027
|
33-0944402
|
|
(State
or Other
Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Dalian
Vastitude Media Group
8th
Floor, Golden Name Commercial Tower
68
Renmin Road, Zhongshan District, Dalian, P.R. China
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
116001
(Zip
Code)
86-0411-82728168
(Registrant's telephone number,
including area code)
N/A
(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):
|
|
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
Notes
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K of
Golden Key International, Inc. (the “Company”) filed with the Securities and
Exchange Commission on December 9, 2009 (the “Original Report”). This Form 8-K/A
is being filed to amend Item 4.01 of the Original Report, “Changes in
Registrant’s Certifying Accountant” and to update the address of China Reinv
Partners, L.P. in footnote 4 of the Security Ownership of Certain Beneficial
Owners and Management table under Item 1.01. The address of this shareholder is
China Reinv Partners, L.P., Akara Bldg., 24 De Castro Street, Wickhams Cay
I., Road Town Tortola, B.V.I.
Except as
described above, no other changes have been made to the Original Report, and
this Form 8-K/A does not amend or update any other information contained in the
Original Report.
Item
4.01 Changes in Registrant’s Certifying
Accountant
On
December 8, 2009, the Company’s Board of Directors approved the change of its
principal independent accountants. On such date, Chang G. Park, CPA was
dismissed from serving as the Company’s principal independent accountants and on
the same day, Bagell, Josephs, Levine & Company, LLC was engaged as the
Company’s new principal independent accountants.
The
Dismissal of Chang G. Park, CPA
Chang G.
Park, CPA was the independent registered public accounting firm for the Company
from December 7, 2006 to December 8, 2009. None of Chang G. Park, CPA’s reports
on the Company’s financial statements, including its reports on the Company’s
two most recent fiscal years ended May 31, 2009 and May 31,
2008, contained an adverse opinion or disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope, or accounting
principles.
During
the Company’s two most recent fiscal years ended May 31, 2009 and May 31, 2008
and through the dismissal date of December 8, 2009, there were no disagreements
with Chang G. Park, CPA 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 Chang G. Park, CPA, would
have caused it to make reference to the subject matter of the disagreements in
connection with its reports. None of the reportable events set forth in Item
304(a)(1)(v) of Regulation S-K occurred during the period in which Chang G.
Park, CPA served as the Company’s principal independent
accountants.
In
accordance with Item 304(a)(3), the Company has provided Chang G. Park, CPA with
a copy of this disclosure and has requested that Chang G. Park, CPA furnish it
with a letter addressed to the U.S. Securities and Exchange Commission stating
whether it agrees with the above statements, and if not, stating the respects in
which it does not agree. A copy of the letter from Chang G. Park, CPA addressed
to the U.S. Securities and Exchange Commission is filed as Exhibit 16.1 to this
8-K Report.
The
Engagement of Bagell, Josephs, Levine & Company, LLC
During
the Company’s two most recent fiscal years ended May 31, 2009 and May 31, 2008
and through December 8, 2009, the date when the Company engaged Bagell, Josephs,
Levine & Company, LLC as its principal independent accountants:
(1)
The Company did not consult Bagell, Josephs, Levine & Company,
LLC regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on Company’s financial statements;
(2)
Neither a written report nor oral advice was provided to the Company
by Bagell, Josephs, Levine & Company, LLC in which they concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; and
(3)
The Company did not consult Bagell, Josephs, Levine & Company, LLC regarding
any matter that was either the subject of a “disagreement” (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the
reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
16.1
|
Letter
from Chang G. Park, CPA to the U.S. Securities and Exchange
Commission.
|
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.
| Golden Key International, Inc. | |||
|
Date:
December 14, 2009
|
By:
|
/s/ Guojun Wang | |
| Name: Guojun Wang | |||
| Title: Chief Executive Officer | |||
EXHIBIT
INDEX
Form
8-K/A
December
14, 2009
|
Filed
|
|||
|
Exhibit
No.
|
Description
|
Herewith
|
By
Reference
|
|
16.1
|
Letter
from Chang G. Park, CPA to the U.S. Securities and Exchange
Commission.
|
X
|
|