Attached files
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| EX-16.1 - TOP FLIGHT GAMEBIRDS, INC. | v205962_ex16-1.htm |
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): December 16, 2010
GLOBAL PHARM HOLDINGS GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-152286
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20-8767223
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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25/F
New World Center, No. 6009 Yitian Road, Futian District,
Shenzhen,
People’s Republic of
China
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(Address
of Principal Executive
Offices)
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Registrant's
telephone number, including area code: 86-755-83230226
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
240.13e-4(c))
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Item 4.01 Changes in Registrant’s
Certifying Accountant.
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On December 16, 2010, we dismissed
Acqavella, Chiarelli, Shuster, Berkower & Co., LLP (“ACSB”), as our
independent registered public accounting firm.
On
August 12, 2010, the Company acquired Global Pharma Enterprise Group Limited
(“Global Pharma”), a British Virgin Islands company, pursuant to a Share
Exchange Agreement in a reverse merger transaction previously reported in the
Company’s Current Report on Form 8-K filed on August 13, 2010. Since prior to
the merger the Company was a “shell company” (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended), Global Pharma is
considered the predecessor of the Company and the historical financial
statements of Global Pharma are considered those of the Company. ACSB issued an
audit report on the consolidated financial statements of Global Pharma as of and
for the years ended December 31, 2009, and 2008, which did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
In connection with the audit of the
consolidated financial statements of Global Pharma as of and for the years ended
December 31, 2009 and 2008 and through the date of this current report we have
had no disagreements with ACSB 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 ACSB, would have caused
ACSB to make reference to the subject matter of such disagreements in its report
on the Company’s financial statements for such years or during the interim
period through the date of the this Report.
During our two most recent fiscal years
and through the date of this Report, there have been no reportable events as
defined under Item 304(a)(1)(v) of Regulation S-K.
The Company has provided ACSB with a
copy of this disclosure in this Form 8-K and has requested that ACSB provide us
with a letter addressed to the SEC stating whether or not it agrees with the
above statements, and we received a letter from ACSB stating that it agrees with
the above statements. A copy of this letter is filed as an exhibit to this
report.
New
Independent Accountants
Our board of directors appointed Crowe
Horwath LLP (“Crowe”) as our new independent registered public accounting firm
effective as of December 16, 2010. During the two most recent fiscal years and
through the date of our engagement, we did not consult with Crowe regarding
either (1) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on our financial statements, or (2) any matter that was either the
subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)),
during the two most recent fiscal years.
Prior to engaging Crowe, Crowe did not
provide our Company with either written or oral advice that was an important
factor considered by our Company in reaching a decision to change our
independent registered public accounting firm from ACSB to Crowe.
Item
9.01 Financial Statements and
Exhibits
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(d)
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Exhibits
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16.1
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Letter
dated December 17, 2010 from Acqavella, Chiarelli, Shuster, Berkower
& Co., LLP 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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Date:
December 17, 2010
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Global
Pharm Holdings Group, Inc.
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By:
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/s/
An Fu
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An
Fu
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Chief
Financial Officer
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