Attached files
| file | filename |
|---|---|
| EX-16.1 - LETTER FROM BERNSTEIN & PINCHUK LLP - Santaro Interactive Entertainment Co | ex-16_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 18, 2011
SANTARO INTERACTIVE ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
|
Nevada
|
333-165751
|
0001487347
|
|
(State or other jurisdiction
|
(Commission File Number)
|
(Central Index Key)
|
|
of incorporation)
|
||
901C, 9th Floor, Building 4, Courtyard 1
Shangdi East Road, Haidian District, Beijing 100025
(Address of principal executive offices, including zip code)
15911041464
(Registrant's telephone number, including area code)
Not Applicable
(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):
|
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))
|
Explanatory Note: On April 22, 2011 Santaro Interactive Entertainment Company (the “Company”) reported that the Company’s independent registered public accounting firm, Bernstein & Pinchuk LLP (“B&P”), had resigned effective as of April 18, 2011. This Periodic Report on Form 8-K/A is being filed to clarify that, while the Company was notified of B&P’s resignation on April 18, 2011, the effective date of such resignation was April 14, 2011.
Item 4.01 Changes in Registrant’s Certifying Accountant
Effective April 14, 2011, the practice of Bernstein & Pinchuk LLP (“B&P”), independent registered public accounting firm of Santaro Interactive Entertainment Company (the “Company”), entered into a joint venture agreement with Marcum LLP and formed Marcum Bernstein & Pinchuk LLP (“MarcumBP”) in a transaction pursuant to which B&P merged its China operations into MarcumBP and certain of the professional staff of B&P joined MarcumBP as employees of MarcumBP. Accordingly, effective April 14, 2011, B&P effectively resigned as the Company's independent registered public accounting firm and MarcumBP became the Company's independent registered public accounting firm. B&P’s resignation was communicated to the Company on April 18, 2011 via letter dated April 14, 2011, The change in the Company's independent registered public accounting firm was approved by the Audit Committee of the Company's Board of Directors on April 22, 2011.
The audit reports of B&P on the financial statements of the Company for the two most recent fiscal years ended December 31, 2010 and 2009 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. However, the audit reports of B&P for the financial statements of the Company as of December 31, 2010 and 2009 indicated uncertainty as to the Company’s ability to continue as a going concern due to the significant losses from operations and the working capital deficiency.
During the Company’s two most recent fiscal years ended December 31, 2010 and 2009 and through April 14, 2011, there were no disagreements with B&P on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of B&P would have caused it to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and no there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During the years ended December 31, 2010 and 2009 and through April 14, 2011, the Company did not consult with Marcum BP on (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided B&P with a copy of the foregoing disclosure and has requested that B&P furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not B&P agrees with the Company’s statements in this Current Report on Form 8-K/A. A copy of such letter, dated April 28, 2011, furnished by B&P in response to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit 16.1
|
Letter from Bernstein & Pinchuk LLP to the Securities and Exchange Commission, dated April 28, 2011.
|
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.
|
Date: April 28, 2011
|
SANTARO INTERACTIVE ENTERTAINMENT COMPANY
|
|||
|
/s/ Zhilian Chen
|
||||
|
Zhilian Chen
|
||||
|
President and Director
|