Attached files
| file | filename |
|---|---|
| EX-7.1 - RINO International CORP | v204215_ex7-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 17, 2010
RINO
International Corporation
(Exact
name of Registrant as specified in charter)
|
Nevada
|
0 - 52549
|
41 - 1508112
|
||
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer
|
||
|
|
Identification
Number)
|
11
Youquan Road, Zhanqian Street, Jinzhou District, Dalian,
People’s
Republic of China 116100
(Address
of principal executive
offices) (Zip Code)
Registrant's
telephone number, including area code: (011)-86-411-87661222
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17CFR230.425)
o Soliciting material
pursuant to Rule14a-12 under the Exchange Act(17CFR240.14a12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
This
Current Report on Form 8-K/A, Amendment No. 1 (“Amendment No. 1”) to the Current
Report on Form 8-K which was filed by the Registrant with the Securities and
Exchange Commission on November 19, 2010 (the “Initial Filing”), is being filed
by the Registrant solely to add an Item 9.01 Financial Statements and Exhibits
and to file as Exhibit 7.1 to the Amendment No. 1 a letter dated November 24,
2010 from Frazer Frost, LLP , to the Securities and Exchange Commission stating
that said firm is in agreement with the statements made in the Initial
Filing.
Except as
described in the above, no other provisions of the Current Report on Form 8-K
are being amended.
ITEM
4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPLETED INTERIM REVIEW.
On
November 17, 2010 Frazer Frost, LLP, the independent auditors of RINO
International Corporation (the “Registrant”), delivered a letter (the “Auditor’s
Letter”) to the Registrant and each of its directors. The Auditor’s Letter
states in part:
“In a
telephone conversation on November 16, 2010, Mr. Zou Dejun the Chief Executive
Officer of the Company, informed Ms. Susan Woo of our firm, in substance,
that as to the six RINO customer contracts discussed in the recent report of
Muddy Waters LLC, the Company did not in fact enter into two of the six
purported contracts, and a third contract among the six was explainable. When
Ms. Woo inquired about the Company’s other contracts, Mr. Zou said he was not
sure, but there might be problems with 20 - 40% of them. Assuming that
these statements were reasonably accurate, it appears that our reports would
have been affected if this information had been known to us at the date of our
reports, although the effect on the financial statements is currently unknown
and cannot be quantified without a thorough investigation. We further note that
in a conversation the following day, November 17, 2010, involving Ms. Woo,
several directors of the Company, Company counsel, and Mr. Zou,
Mr. Zou stated that he was not sure the day before and went back to
look into some things, and found that apart from the two problematic contracts,
all other contracts are legitimate and can be verified.
The
auditing standards of the Public Company Accounting Oversight Board provide
procedures to be followed by an auditor to prevent continued reliance on audit
reports in such circumstances. In view of the information provided by Mr. Zou
Dejun, we hereby advise the Company to promptly notify any person or entity that
is known to be relying upon or is likely to rely upon our audit report(s) for
the periods ended December 31, 2008 and December 31, 2009 and reviewed quarterly
financial statements for periods between March 31, 2008 to September 30, 2010
should no longer be relied upon, and that revised financial statements and
revised auditor's report(s) will be issued upon completion of an
investigation.”
On
November 17, 2010 certain members of the Board of Directors, including Kennith
Johnson, the Chairman of the Audit Committee, Jianping Qiu, the Chairman of the
Board of Directors, and Mr. Zou Dejun participated in a conference call with Ms.
Susan Woo, a partner of Frazer Frost, LLP in which the foregoing statements were
discussed. The two other members of the Board were not available because they
were traveling and therefore the Board of Directors could not take any formal
action regarding the matters discussed in the Auditor’s Letter. The Registrant
intends to have a telephonic meeting of the Board of Directors to further
discuss such matters and related matters as soon as all of the members of the
Board of Directors are available.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
7.1
Letter, dated November 24, 2010, from Frazer Frost, LLP to the Securities and
Exchange Commission
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
November 29, 2010
| (Registrant) | |||
| RINO International Corporation | |||
|
|
By:
|
/s/ Zou Dejun | |
| Zou Dejun | |||
| Chief Executive Officer | |||