Attached files
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| EX-16.1 - LETTER FROM GRANT THORNTON - Feihe International Inc | v181148_ex16-1.htm |
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 of 1934
April 13, 2010
(Date
of Earliest Event Reported)
American Dairy,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Utah
(State
or other jurisdiction of incorporation)
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001-32473
(Commission
File Number)
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90-0208758
(I.R.S.
Employer
Identification
No.)
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Star City
International Building, 10 Jiuxianqiao Road, C-16th Floor
Chaoyang District, Beijing,
China 100016
(Address
of principal executive offices, including Zip Code)
1 (626)
757-8885
(Registrant's
telephone number, including area code)
N/A
(Former
name and 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):
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
£
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.
(a) Dismissal
of Independent Registered Public Accounting Firm
Effective April 13, 2010, the Audit
Committee (the “Audit Committee”) of the Board of Directors of American Dairy,
Inc. (the “Company”) approved the dismissal of Grant Thornton, the Hong Kong
member firm of Grant Thornton International Ltd. (“Grant Thornton”), as the
Company’s independent registered public accounting firm.
Grant Thornton’s reports on the
Company’s consolidated financial statements as of and for the fiscal years ended
December 31, 2009 and 2008 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the report as of and for the fiscal year
ended December 31, 2009 included the following explanatory
paragraph: “As discussed in Note 3 to the Notes to the Consolidated
Financial Statements, the Company adopted new accounting guidance for business
acquisitions, effective January 1, 2009.”
During the fiscal years ended December
31, 2008 and 2009 and the subsequent period through the date of this Current
Report on Form 8-K, the Company had (i) no disagreements with Grant Thornton 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 Grant Thornton, would have caused it to make reference to
the subject matter of the disagreements in connection with its report for such
years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v)
of Regulation S-K, except as follows. Grant Thornton’s report dated
March 16, 2010 on the Company’s internal control over financial reporting as of
December 31, 2009, which was included in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2009, filed with the Securities and
Exchange Commission (the “SEC”) on March 16, 2010 (the “2010 Form 10-K),
expressed an adverse opinion on the effectiveness of the Company’s internal
control over financial reporting due to the existence of the following material
weakness related to the accounting treatment for routine and non-routine
transactions: “The Company did not effectively and timely assess the
accounting treatment for transactions, including sales, purchases, government
subsidy income, and operating expenses.” This material weakness is
identified and described in “Management’s Assessment of Internal Control over
Financial Reporting” under Item 9A(b) in the 2010 Form 10-K. The
Audit Committee of the Board of Directors of the Company discussed the subject
matter of this material weakness with Grant Thornton. The Company has
authorized Grant Thornton to respond fully to the inquiries of the Company’s new
independent registered public accounting firm concerning the subject matter of
this material weakness.
The Company provided a copy of the
foregoing disclosures to Grant Thornton and requested Grant Thornton to furnish
the Company with a letter addressed to the SEC stating whether or not Grant
Thornton agrees with the foregoing disclosures and, if not, stating the respects
in which it does not agree. A copy of
such letter to the SEC, dated April 15, 2010, is attached as Exhibit 16.1 to
this Current Report on Form 8-K.
(b) Engagement
of Independent Registered Public Accounting Firm
Effective April 13, 2010, the Audit
Committee approved the engagement of Deloitte Touche Tohmatsu CPA Ltd. (“DTTC”)
as the Company’s independent registered public accounting
firm. During the fiscal years ended December 31, 2008 and 2009 and
the subsequent period through the date of this Current Report on Form 8-K,
neither the Company nor anyone acting on its behalf consulted with DTTC
regarding any of the matters or events described in Items 304(a)(2)(i) and (ii)
of Regulation S-K.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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16.1
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Letter
from Grant Thornton to the Securities and Exchange Commission, dated April
15, 2010
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
April 15, 2010
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AMERICAN DAIRY, INC. | ||
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By:
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/s/ Jonathan H. Chou | |
| Jonathan H. Chou, CFO | |||
EXHIBIT
INDEX
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Exhibit
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Description
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|
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16.1
|
Letter
from Grant Thornton to the Securities and Exchange Commission, dated April
15, 2010
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