Attached files
| file | filename |
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| EX-16.1 - LETTER - Advance Nanotech, Inc. | ex16-1.htm |
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): March 1, 2010
ADVANCE
NANOTECH, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-10065
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20-1614256
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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400
Rella Blvd, Suite 160, Montebello, NY
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10901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 583-0080
Not
Applicable
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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
This
Form 8-K/A is being filed to amend the report filed on March 05, 2010. An
incorrect version of the report was filed inadvertantly. The only changes are to
Item 4.01. Nothing else has been amended.
Item
4.01 Changes in Registrant’s Certifying Accountant
On March
4, 2010, Advance Nanotech, Inc. (the “Registrant”) engaged Q Accountancy
Corporation (“QAC”) as its new principal accountant effective as of March 5,
2010. Accordingly, the Registrant dismissed Mendoza Berger
& Company, LLP (“Mendoza”) as the Registrant’s principal accountant
effective March 4, 2010. The decision to replace Mendoza with QAC was
recommended and approved by the Registrant’s Audit Committee based on
qualifications and cost.
The
reports of Mendoza on the Registrant’s financial statements for fiscal years
2008 and 2007 did not contain an adverse opinion or a disclaimer of opinion,
were not qualified or modified as to uncertainty, audit scope, or accounting
principles, with the exception of a qualification with respect to uncertainty as
to the Registrant’s ability to continue as a going concern. Prior to
the date of dismissal of Mendoza, there were no disagreements with Mendoza on
any matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Mendoza, would have caused it to make reference
to the subject matter of the disagreements in connection with its report, nor
were there any reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
During
fiscal years 2008 and 2007 and the subsequent interim period through March 4,
2010 when QAC was engaged as the Registrant’s new independent accountant,
neither the Registrant nor anyone on the Registrant’s behalf engaged QAC
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 the Registrant’s financial statements, or any matter that
was either the subject of a “disagreement” within the meaning of Item
304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of
Item 304(a)(1)(v) of Regulation S-K.
The
Registrant has made the contents of this Form 8-K available to Mendoza and
requested it to furnish a letter to the Securities and Exchange Commission as to
whether Mendoza agrees or disagrees with, or wishes to clarify the Registrant’s
expression of its views. A copy of such letter is attached hereto as Exhibit
16.1.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
1, 2010, Lee J. Cole resigned as a director of the Registrant.
Mr. Cole’s resignation was not the result of any disagreement between him
and the Registrant on any matter relating to the Registrant’s operations,
policies or practices.
The
Registrant’s Board of Directors and its principal executive officer, Jon
Buttles, expressed the registrant's gratitude to Mr. Cole for his service to the
registrant.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are filed with this report on Form
8-K.
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Exhibit
Number
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Description
of Exhibit
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16.1
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Letter
from Mendoza
Berger & Company, LLP
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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.
ADVANCE
NANOTECH, INC.
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/s/
Jon Buttles
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| Name: Jon Buttles |
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Title: Principal
Executive Officer
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Dated: March
5, 2010
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