Attached files
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EX-7.1 - Granto, Inc. | v205463_ex7-1.htm |
UNITED
STATES
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
Date of
Report (Date of earliest event reported): December 8, 2010
Commission
File Number: 333-150388
Rongfu
Aquaculture, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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98-0655634
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification Number)
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Dongdu
Room 321, No. 475 Huanshidong Road, Guangzhou City, PRC
510075
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(Address
of principal executive offices)
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011-86-20-8762-1778
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address if changed since the 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
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Written
communication 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)
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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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Item 4.02 Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim
Review.
On December 8, 2010, Rongfu Aquaculture, Inc. (the “Company”) was notified by Aquavella, Chiarelli,
Shuster, Berkower & Co., LLP (“ACSB”), the Company’s independent auditors, that disclosure
should be made by the Company that the Company’s financial statements for its fiscal years ended December 31, 2009 and December 31, 2008, which were included in the
Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on May 13, 2010 as well as the Company’s Registration Statement on Form
S-1 and Pre-Effective Amendments Nos. 1 and
2 thereto filed with the SEC on May 12, 2010, August 13, 2010 and
October 6, 2010, respectively, and previously issued interim unaudited
financial statements which
were included in the Company’s Quarterly Reports on Form 10-Q for
the periods ended March 31,
2010 and June 30, 2010
should no longer be relied upon due to the
following reasons:
1. The number of shares of the
Company’s Common Stock outstanding as of
December 31, 2008 and December 31, 2009 and the weighted average common shares
outstanding for the years
ended December 31, 2009 and December 31, 2008 and for the quarters ended March 31, 2009,
June 30, 2009, March 31, 2010 and June 30,
2010 were overstated in such financial statements and earnings
per share for the fiscal years ended December 31, 2009 and December 31, 2008 and for the quarters ended March 31, 2009, June 30, 2009, March 31, 2010 and June 30,
2010 were understated in
such financial statements.
2. The value attributed to shares of the Company’s Common Stock which were issued
for prior services
on March 29, 2010 should
have been expensed in the Company’s income statements for the quarter
ended March 31, 2010 and for the six months ended June 30, 2010.
3. $7,700,000 of Preferred Stock
included under Stockholders’ Equity on the Company’s balance sheets as of March 31, 2010
and June 30, 2010 should be reclassified as Temporary
Equity.
On December 10, 2010 held a telephonic meeting of the
Board of Directors of the
Company attended by the Company’s two directors, the Company’s Chief Financial Officer and a
representative of ACSB. Based upon discussions with such representative of ACSB
and the Chief Financial Officer of the Company, the Board of
Directors concluded that that the
Company’s financial statements for its fiscal years ended December 31,
2009 and December 31, 2008, which were included in the
Company’s Current Report on Form 8-K filed with
the SEC on May 13, 2010 as well as the
Company’s Registration Statement on Form
S-1 and Pre-Effective Amendments Nos. 1 and
2 thereto filed with the SEC on May 12, 2010,
August 13, 2010 and October 6, 2010, respectively, and previously issued interim unaudited
financial statements which were included in the Company’s Quarterly Reports on Form 10-Q for
the periods ended March 31,
2010 and June 30, 2010
should no longer be relied upon.
The Board of Directors further
directed the
Company’s Chief Financial Officer to
prepare restated financial
statements for the foregoing periods and file amendments to such filings as soon as
practicable.
Item 9.01 Financial
Statements and Exhibits.
7.1 Letter, dated December 14, 2010, from Aquavella, Chiarelli,
Shuster, Berkower &
Co., LLP to the SEC.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
RONGFU
AQUACULTURE, INC.
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Date:
December 14, 2010
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/s/ Kelvin
Chan
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President
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