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EX-16.1 - NEW DRAGON ASIA CORPv173634_ex16-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

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

Date of Report (date of earliest event reported): February 3, 2010


NEW DRAGON ASIA CORP.
(Exact name of registrant as specified in charter)

Florida
 
001-15046
88-0404114
     
(State of Incorporation)
 (Commission File No.)
(IRS Employer
Identification No.)
 

Suite 2808, International Chamber of Commerce Tower
Fuhua Three Road, Shenzhen PRC 518048
(Address Of Principal Executive Offices) (Zip Code)
 
011 86 755 8831 2115
(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, is Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
 
 
 
 
 


Item 4.01. Changes in Registrant’s Certifying Accountant.
 
On February 3, 2010, New Dragon Asia Corp. (the “Company”) was notified that effective immediately, the US audit practice of Jimmy C.H. Cheung & Co. (“JCHC”) had merged with Baker Tilly Hong Kong Limited (“BTHK”) resulting in the resignation of JCHC as independent registered public accounting firm for the Company. On February 5, 2010, the Chairman of the audit committee of the board of directors of the Company appointed BTHK as the Company’s new independent registered public accounting firm.  JCHC was recently appointed by the Company and did not provide an audit report on the financial statements of the Company as of and for the years ended December 25, 2009 and 2008.

During the Company’s most two recent fiscal years ended December 25, 2009 and 2008 and through February 8, 2010, there were: (i) no disagreements between the Company and JCHC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of JCHC, would have caused JCHC to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s most two recent fiscal years ended December 25, 2009 and 2008 and through February 8, 2010, the Company did not consult with BTHK on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and BTHK did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided JCHC a copy of the disclosures in this Form 8-K and has requested that JCHC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not JCHC agrees with the Company’s statements in this Item 4.01. A copy of the letter dated February 9, 2010, furnished by JCHC in response to that request is filed as Exhibit 16.1 to this Form 8-K.
 

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number
 
Description                           
 
16.1
 
Letter of Jimmy C.H. Cheung & Co., dated February 9, 2010.
 
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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.
 
  NEW DRAGON ASIA CORP.  
       
 
By:
/s/ Ling Wang  
  Name:  Ling Wang  
 
Title:
Chief Financial Officer
 
 
 Dated: February 9, 2010
   
 

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EXHIBIT INDEX

Exhibit Number
 
Description                           
 
16.1
 
Letter of Jimmy C.H. Cheung & Co., dated February 9, 2010.

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