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EX-4.1 - EXHIBIT 4.1 - TYIN Group Holdings Ltd | ex4x1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): September 27, 2014
TYIN GROUP HOLDINGS LIMITED
(formerly Guwenhua International Company)
(Exact name of registrant as specified in its charter)
000-54275
(Commission File No.)
Nevada
(State or other jurisdiction of incorporation)
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27-3924073
(I.R.S. Employer Identification No.)
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G/F, Block 6, King’s Garden, 331 San Wei Ha Tsuen, Yuen Long, N.T., Hong Kong
(Address of principal executive offices, including zip code)
Registrant's telephone number, including country code: +852 2136 1139
Guwenhua International Company
(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:
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))
FORM 8-K
TYIN GROUP HOLDINGS LIMITED
(formerly Guwenhua International Company)
Item 4.01 Changes in Registrant's Certifying Accountant
Effective October 28, 2014, the Board of Directors of the Company, by mutual agreement, dismissed Anton & Chia, LLP ("A&C") as the Company's independent registered public accounting firm, such dismissal having been approved by the Company's Board of Directors on September 27, 2014.
A&C was engaged by the Company to audit its financial statements for the fiscal year ended December 31, 2012. The last report issued by A&C on behalf of the Company was August 28, 2014, in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and no further audit reports have been issued by A&C in connection with the Company's financial statements and no other services were rendered since that time.
During the period of A&C's engagement as the Company's independent registered public accounting firm, (i) there were no disagreements between the Company and A&C on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of A&C, would have caused A&C to make reference to the matter in a report on the Company's financial statements, other than the audit report contained a going concern disclaimer; and (ii) there were no reportable events as that term is described in Item 304(a)(1)(v) of RegulationS-K.
The Company provided A&C with a copy of the disclosure contained in this Form 8-K and requested that A&C provide the Company with a letter addressed to the Securities and Exchange Commission stating whether A&C agrees with such disclosure. A copy of A&C's letter dated October 31, 2014 is attached as Exhibit 16.1 to this Form 8-K.
Effective September 28, 2014, the Company engaged MSPC Certified Public Accountants and Advisors, P.C. ("MSPC") as the Company's independent registered public accounting firm to audit the Company's financial statements for the fiscal year ended December 31, 2013 and subsequent reporting periods. During the year ended December 31, 2012, and the subsequent periods through the date of appointment, the Company did not consult with MSPC regarding either 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, nor has MSPC provided to the Company a written report or oral advice that MSPC concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue. In addition, during such period, the Company has not consulted with MSPC regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). The decision to engage MSPC was approved by the Company's Board of Directors effective as of September 27, 2014.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No
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Description
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16.1
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Letter from A&C to the Securities and Exchange Commission dated October 31, 2014.
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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, hereunder duly authorized.
Date: October 31, 2014.
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TYIN GROUP HOLDINGS LIMITED
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By:
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/s/ Anthony Tsang
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Anthony Tsang
President
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