Attached files
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| EX-99.1 - YUHE INTERNATIONAL, INC. | v177005_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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): March 5, 2010
YUHE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
|
001-34512
|
87-0569467
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
301
Hailong Street
Hanting
District, Weifang, Shandong Province
The
People’s Republic of China
+
86 536 736 3688
(Address
and telephone number of Registrant’s principal executive offices)
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
240.13d-4(c))
Item
4.01 Change in Registrant’s Certifying
Accountant
On March 5, 2010, Yuhe International,
Inc. (the “Company”) was notified by Grant Thornton, the China member firm of Grant
Thornton International (“Grant
Thornton”), its independent registered public
accounting firm, that Grant Thornton is resigning as the Company’s independent
registered public
accounting firm effective immediately. The resignation
of Grant Thornton was approved by the Company’s Audit Committee and Board of
Directors.
Grant Thornton had been appointed by the
Company effective December 8, 2009 as its independent registered public
accounting firm for the fiscal year ended December 31, 2009. Prior to
March 5, 2010, Grant Thornton had not previously audited the financial
statements of the Company or any of its subsidiaries. During the
fiscal years ended December 31, 2008 and 2009, and the interim period through
March 5, 2010, there was no
disagreement between the Company and Grant Thornton regarding any of the matters
described in Item 304(a)(1)(iv) of Regulation S-K.
As
reported in the Company’s Annual Report on Form 10-K/A filed on June 3, 2009,
the Company has concluded that
certain related party loans
between the Company and Shandong Yuhe Food Group Co., Ltd. (“Yuhe Food”) have
constituted prohibited transactions under Section 402 of the Sarbanes-Oxley Act
of 2002.
Although all such related party loans had been
repaid as of the end of 2009, because the Company continues
to make payments under certain arrangements to Yuhe Food, such payments have
resulted in related party loans in January and February 2010.
Grant
Thornton noted during its audit procedures that the Company has been unable to eliminate the
occurrence of related party loans between the Company and Yuhe Food, and the Company concluded that a material weakness continues to exist with respect to the Company’s
compliance with Section 402 of the Sarbanes-Oxley Act of 2002. The Company’s remedial
efforts as previously reported on Form 10-K/A
have not successfully remediated the material weakness. Grant Thornton also has communicated to
the Company certain audit adjustments related to the Company’s financial
statements for the year ended December 31, 2009,
which indicated a material weakness of the Company’s internal control over
financial reporting. The Company agrees with such
assessment. These notifications by Grant Thornton constitute
“reportable events” as described in Item 304(a)(1)(v) of
Regulation S-K.
Once the
Company was informed that such payments constituted impermissible related party
transactions, the Company caused such related party loans to be repaid
promptly. The Company's Audit Committee is studying ways to improve
the Company’s internal controls and eliminate the improper payment
arrangement.
The Company has provided Grant Thornton
with a copy of the disclosures in this Report and requested that Grant Thornton furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the disclosures. The letter is attached as an exhibit to
this Report.
The Company’s Audit Committee and Board
of Directors have discussed the reportable events with Grant Thornton. The
Company has authorized Grant Thornton to respond fully to the inquiries of any successor independent registered public accounting firm
concerning the reportable events.
The Audit Committee of the Board of
Directors of the Company
has appointed Child, Van
Wagoner & Bradshaw, PLLC (“CVB”), and CVB has accepted the
appointment, as the Company’s independent registered public accounting firm to replace Grant Thornton effective
March 9, 2010.
During the Company’s fiscal years ended
December 31, 2008 and December 31, 2009 and the interim period through March 9, 2010, CVB served as the Company’s
independent registered public accounting firm from March 31, 2008 until CVB was
dismissed by the Company on December 7, 2009. CVB audited the
Company’s consolidated financial statements for the fiscal year ended December 31,
2008. CVB was consulted regarding the related party loans disclosed
in the Company’s Form 10-K/A filed on June 3, 2009,
during the period that it
served as the Company’s independent registered public accounting firm. CVB’s view regarding the related party loans was
expressed and reflected in the Company’s Form 10-K/A filed on June 3,
2009.
The Company has requested that CVB
review the disclosures in this Report and has provided CVB with the opportunity
to furnish the Company with a letter addressed to the SEC stating any new
information, clarification of the Company’s expression of its views, or the respects in which it does not agree with the
statements made by the Company in this
Report. CVB has not furnished the Company with any such
letter.
EXHIBITS
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99.1
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Letter from Grant Thornton dated
March 11, 2010 to the Securities and Exchange
Commission.
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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.
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Yuhe
International, Inc.
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Date:
March 11, 2010
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By:
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/s/
Gao Zhentao
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Gao
Zhentao
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Chief
Executive Officer
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