Attached files
| file | filename |
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| EX-16.1 - China Internet Cafe Holdings Group, Inc. | v207578_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 2 to
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of Earliest event Reported): January 7, 2011 (July 2,
2010)
CHINA
UNITECH GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52832
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98-0500738
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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1-D-1010,
Yuanjing Park, Long Xiang Road,
Long
Gang District, Shenzhen
Guangdong
Province 518117
People's
Republic of China
(Address
of principal executive offices)
+86
755-8989-0998
(Registrant's
telephone number, including area code)
(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 (see
General Instruction A.2. below):
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o
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Written
communications 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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EXPLANATORY
NOTE
This
Amendment No. 2 to the Current Report on Form 8-K /A is filed as amendment to
the Current Report on Amendment No. 1 to Form 8-K/A filed by China Unitech
Group, Inc. (the "Company") on August 23, 2010 and is to
amend certain disclosures in the prior Form 8-K /A and to include Paula S.
Morelli CPA P.C.’s letter to the SEC stating that they agreed with the
disclosures made herein as Exhibit 16.1.
This
Amendment No. 2 to the Current Report on Form 8-K/A of the Company has not been
updated or modified in any other way and speaks only as of the date of the
original filing, August 23, 2010.
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Item
4.01
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Change
in Registrant’s Certifying
Accountant
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Dismissal of
Previous Independent Registered Public Accounting Firm
Prior to
July 2, 2010, our independent registered public accounting firm was Paula S.
Morelli CPA P.C., or Morelli, while Shenzhen Junlong Culture Communications Co.,
Ltd’s (“Junlong”) independent registered public accounting firm was EFP
Rotenberg LLP, or Rotenberg. On July 2, 2010, our board of directors approved
the dismissal of Morelli, as our independent auditor, effective
immediately.
Morelli’s
reports on our financial statements as of the fiscal years ended June 30, 2009
and June 30, 2008 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that its report for the fiscal years ended June 30, 2009 and
June 30, 2008 contained a going concern qualification as to the ability of us to
continue.
During
the years ended December 31, 2009 and 2008 and the subsequent interim period
through the date of Morelli’s dismissal on July 2, 2010, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreement(s), if
not resolved to the satisfaction of Morelli, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report as described in Item 304 (a)(1)(iv) of Regulation S-K. There have been no
reportable events as provided in Item 304(a)(1)(v) of Regulation S-K during the
Company's fiscal years ended December 31, 2009 and 2008 , and any later interim
period, including the interim period up to and including the date the
relationship with Morelli ceased.
We
furnished Morelli with a copy of this disclosure on August 22, 2010 and a copy
of the disclosure regarding the reverse merger on July 8, 2010, providing
Morelli with the opportunity to furnish us with a letter addressed to the SEC
stating whether Morelli agrees with the statement made by us herein in response
to Item 304(a) of Regulation S-K and, if not, stating the respect in which it
does not agree. The requested letter is attached as Exhibit 16.1 to this Current
Report on Form 8-K/A and is incorporated herein by reference.
Engagement of New
Independent Registered Public Accounting Firm
Concurrent
with the decision to dismiss Morelli as our independent auditor, our board of
directors on July 2, 2010 appointed Rotenberg as our independent
auditor.
During
the years ended December 31, 2009 and 2008 and through the date hereof, neither
the Company nor anyone acting on its behalf consulted Morelli with respect to
(i) 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, and neither a written report was provided to us or
oral advice was provided that Morelli concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was the subject of a
disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v),
respectively, of Regulation S-K.
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Item
9.01.
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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 of
November 23, 2010 from Paula S. Morelli CPA P.C. 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.
Dated:
January 7, 2011
| CHINA UNITECH GROUP, INC. | |||
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By:
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/s/ Dishan Guo | |
| Dishan Guo | |||
| Chief Executive Officer | |||