Attached files
| file | filename |
|---|---|
| EX-16 - EX 16.1 AUDITOR'S LETTER - Tsingda eEDU Corp | compass8k082310ex161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 19, 2010
COMPASS ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Island |
| 000-52347 |
| N/A |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District, Beijing, PR China |
| N/A |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (+86 10-62690222 /0288)
_______________________________________________________
(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 to the registrant under any of the following provisions:
. | 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)) |
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
| i | On August 23, 2010, we dismissed PMB Helin Donavan, LLP (“PMB”) as our independent registered public accounting firm. The Board of Directors of the Company approved such dismissal on August 19, 2010. |
| ii | The Company’s Board of Directors participated in and approved the decision to change our independent registered public accounting firm. |
| iii | PMB’s reports on the financial statements of the Company for the years ended June 30, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. |
| iv | In connection with the audit and review of the financial statements of the Company through August 23, 2010, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with PMB’s opinion to the subject matter of the disagreement. |
| v | In connection with the audited financial statements of the Company for the years ended June 30, 2009 and 2008 and interim unaudited financial statement through August 23, 2010, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K. |
| vi | The Company provided PMB with a copy of this Current Report on Form 8-K and requested that PMB furnished it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from PMB, and a copy of such letter is filed as Exhibit 16.1 to this Current Report Form 8-K. |
(b) Engagement of New Independent Registered Public Accounting Firm.
| i | On August 19, 2010, the Board appointed Jeffrey & Company as the Company’s new independent registered public accounting firm. The decision to engage Jeffrey & Company was approved by the Company’s Board of Directors on August 19, 2010. |
| ii | Prior to August 19, 2010, the Company did not consult with Jeffrey &Company regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPASS ACQUISITION CORPORATION | |
|
| |
Date: August 23, 2010 | By: | /s/ Mr. Zhang Hui |
|
| Mr. Zhang Hui President and Chief Executive Officer |
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