Attached files
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EX-16.1 - China Natural Gas, Inc. | v204792_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 6, 2010
______________________
CHINA
NATURAL GAS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-31539
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98-0231607
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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19th
Floor, Building B, Van Metropolis
35
Tang Yan Road, Hi-Tech Zone
Xian,
710065, Shaanxi Province
China
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(Address
of Principal Executive Offices) (Zip Code)
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86-29-88323325
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(Registrant’s
telephone number, including area code)
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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 (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
December 6, 2010, China Natural Gas, Inc. (the "Company") engaged Friedman LLP
("Friedman") as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2010. The engagement of Friedman by the
Company was approved by the Company’s Audit Committee. Friedman replaced Frazer
Frost, LLP ("Frazer Frost"), who resigned as the Company's independent
registered public accounting firm on December 6, 2010.
The
report of Frazer Frost on the Company’s consolidated financial statements for
the year ended December 31, 2009 did not contain an adverse opinion or
disclaimer of opinion, and its report was not qualified or modified as to
uncertainty, audit scope, or accounting principles. The report
of Moore Stephens Wurth Frazer and Torbet, LLP ("MSWFT"), the predecessor
entity to Frazer Frost, on the Company’s consolidated financial statements for
the year ended December 31, 2008 also did not contain an adverse opinion or
disclaimer of opinion, and its report was not qualified or modified as to
uncertainty, audit scope, or accounting principles. Prior to January 1, 2010, MSWFT was engaged to audit the
Company's consolidated financial statements. On January 6, 2010, the
Company was notified that, effective January 1, 2010, certain partners of MSWFT
and Frost, PLLC (“Frost”) formed Frazer Frost, a new partnership. Pursuant to
the terms of a combination agreement by and among MSWFT, Frazer Frost and Frost,
each of MSWFT and Frost contributed all of their assets and certain of their
liabilities to Frazer Frost, resulting in Frazer Frost assuming MSWFT’s
engagement letter with the Company and becoming the Company’s independent
accounting firm on January 1, 2010.
During
the years ended December 31, 2009 and December 31, 2008 and the subsequent
interim period from January 1, 2010 to December 6, 2010, the Company did not
have any disagreements with Frazer Frost or MSWFT 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 Frazer
Frost or MSWFT, as applicable, would have caused either accounting firm to make
reference to the subject matter of the disagreements in its respective report on
the Company’s consolidated financial statements for these years; and there were
no reportable events, as defined in Item 304(a)(1)(v) of Regulation
S-K.
The
Company provided Frazer Frost with a copy of the foregoing disclosures in this
Current Report on Form 8-K and requested that Frazer Frost furnish the Company
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Company in this report. A copy
of the letter from Frazer Frost stating its agreement with the above statements
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During
the two most recent fiscal years and through December 6, 2010, the Company has
not consulted with Friedman regarding either of the following
matters:
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§
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the
application of accounting principles to any specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report was
provided to the Company nor oral advice was provided that Friedman
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue;
or
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§
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any
matter that was either the subject of a disagreement (as defined in
Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or a
reportable event (as defined in Regulation S-K, Item
304(a)(1)(v)).
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Item.
9.01. Financial Statements and Exhibits.
Exhibit
No.
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Description
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16.1
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Letter
from Frazer Frost, LLP dated December 6,
2010
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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 hereunto
duly authorized.
Dated:
December 7, 2010
CHINA
NATURAL GAS, INC.
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By:
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/s/ Qinan Ji | ||
Name:
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Qinan
Ji
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Title:
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Chief
Executive Officer
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