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EX-16.1 - LETTER OF CHANG LEE LLP DATED JUNE 21, 2011 - Sonora Resources Corp.exhibit16-1.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): June 21, 2011

SONORA RESOURCES CORP.
(Exact name of registrant as specified in its charter)

Nevada 0-54268 27-1269503
(State or Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

Cerro del Padre # 11
Rinconada de los Pirules,
Guadalupe, Zacatecas
Mexico, 98619
(Address of principal executive office)

702.509.5049
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01                       Changes in Registrant’s Certifying Accountant.

On June 21, 2011, Chang Lee LLP (“Chang Lee”) resigned as Sonora Resources Corp.’s (the “Company”) independent registered public accounting firm as Chang Lee was merged with MNP LLP (“MNP”). Most of the professional staff of Chang Lee continued with MNP either as employees or partners of MNP and will continue their practice with MNP. On June 21, 2011, the Company, through and with the approval of its Board of Directors acting as its Audit Committee, accepted the resignation of Chang Lee and engaged MNP as its independent registered public accounting firm.

The reports of Chang Lee regarding the Company’s financial statements for the fiscal years ended November 30, 2010 and 2009 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report of Chang Lee on the Company’s financial statements for fiscal years ended November 30, 2010 and 2009 contained an explanatory paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.

During the years ended November 30, 2010 and 2009, and during the period from November 30, 2010 to June 21, 2011, the date of resignation, (i) there were no disagreements with Chang Lee 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 Chang Lee would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

As noted above, on June 21, 2011, the Company engaged MNP as its new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending November 30, 2011.

During each of the Company’s two most recent fiscal years and through the interim periods preceding the engagement of MNP, the Company (a) has not engaged MNP as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not consulted with MNP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by MNP concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Chang Lee with a copy of the foregoing disclosures and requested that Chang Lee furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01                       Financial Statements and Exhibits.

(d)               Exhibits.

Exhibit No. Exhibit Description
   
16.1 Letter of Chang Lee LLP dated June 21, 2011.


SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Sonora Resources Corp.
     
Dated: June 21, 2011 By: /s/ Mark E. Scott
    Mark E. Scott
    Chief Financial Officer