Attached files
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| EX-16.1 - LETTER DATED JULY 25, 2011 FROM WINDES & MCCLAUGHRY ACCOUNTANCY CORPORATION TO THE SECURITIES AND EXCHANGE COMMISSION - Clubhouse Media Group, Inc. | exhibit_16-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): July 11, 2011
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TONGJI HEALTHCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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333-140645
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None
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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No. 5 Beiji Road
Nanning, Guangxi, People’s Republic of China
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(Address of principal executive offices) (zip code)
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86-771-2020000
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(Registrant’s telephone number, including area code)
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Not Applicable.
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
The Company is fling the Amendment No.1 to the Current Report on Form 8-K filed on July 14, 2011 (“Original Report”) to amend certain disclosure regarding changes in its auditor and to include the letter from Windes & McClaughry Accountancy Corporation (“Windes”) to the Securities and Exchange Commission stating that they agreed with the disclosures made herein as Exhibit 16.1.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On July 11, 2011, the board of directors of Tongji Healthcare Group, Inc. (hereinafter referred to as “we,” “us,” “our,” or the “Company”) dismissed Windes as our independent registered public accounting firm and appointed EFP Rotenberg & Co., LLP (“Rotenberg”) as our new independent registered public accounting firm. The decision to appoint Rotenberg as our new independent registered public accounting firm was approved by our board of directors on July 7, 2011.
Windes issued the auditor’s report on the Company's financial statements for the year ended December 31, 2010.
Windes’ audit report on the Company’s financial statements for the year ended December 31, 2010 did not contain an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.
During our two most recent fiscal years and through the date of this report, we have had no disagreements with Windes 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 Windes, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.
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 adopted by the SEC.
We provided Windes with a copy of this disclosure before its filing with the SEC. We requested that Windes 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 Windes stating that it agrees with the above statements. A copy of this letter is filed as an exhibit to this report and is incorporated herein by reference.
New Independent Registered Public Accounting Firm
Our board of directors appointed Rotenberg as our new independent registered public accounting firm effective as of July 11, 2011. During the two most recent fiscal years and through the date of our engagement, we did not consult with Rotenberg 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 Rotenberg, Rotenberg 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 Windes to Rotenberg.
Item 9.01 Financial Statements and Exhibits.
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SIGNATURE
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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Dated: July 25, 2011
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TONGJI HEALTHCARE GROUP, INC.
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By: /s/ Eric Zhang
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Eric Zhang
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Chief Financial Officer
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