Securities
and Exchange Commission
Washington,
D. C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: March 8, 2010
KINGOLD JEWELRY,
INC.
(Name
of Registrant as specified in its charter)
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Delaware
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001-15819
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13-3883101
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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40
Wall Street, 58th Floor
New
York, NY 10005
(212)
509-1700
(Address
and telephone number of principal executive offices)
ACTIVEWORLDS
CORP.
(Former
Name of Registrant)
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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Item
4.01 Changes in Registrant's Certifying
Accountant.
On March
8, 2010, Kingold Jewelry, Inc. (formerly, Activeworlds Corp) (the “Company”)
engaged Friedman, LLP, as the Company’s independent registered public accounting
firm to replace Baker Tilly Hong Kong Limited (“BTHK”). BTHK had been retained
on February 4, 2010 as Company’s independent registered public accounting
firm. The decision to change our independent registered public
accounting firm was approved by the Board of Directors, which decided to dismiss
BTHK.
The
Company did not consult with Friedman, LLP on any matters during the two most
recent fiscal years and subsequent interim period through the date of engagement
of Friedman, LLP regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company’s financial statements or any matter
that was either the subject of a disagreement, as described in Item 304 of
Regulation S-K (“Regulation S-K”) promulgated by the Securities and Exchange
Commission (the “SEC”), or a “reportable event” as described in Item
304(a)(1)(v) of Regulation S-K.
BTHK was
engaged as the Company’s independent registered public accounting firm, only
from February 4, 2010 to March 8, 2010 and did not audit the Company’s
consolidated financial statements for any year. During the period of
BTHK’s engagement, there were no (i) disagreements between the Company and BTHK
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to its satisfaction, would have caused BTHK to make reference to the subject
matter of such disagreements in connection with its report, or (ii) “reportable
events,” as described in Item 304(a)(1)(v) of Regulation S-K.
The
Company has furnished BTHK with a copy of this amended report prior to filing
with the SEC and requested that BTHK furnish it with a letter addressed to the
SEC stating whether or not it agreed with the statements made by the Company in
this report insofar as they relate to BTHK’s audit services and engagement as
the Company’s independent registered public accounting firm.
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated:
June 18, 2010
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KINGOLD
JEWELRY, INC.
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By:
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/s/
Jia Zhi Hong
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Name:
Jia Zhi Hong
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Title:
Chief Executive Officer
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