Attached files
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| EX-16.1 - China Advanced Construction Materials Group, Inc | v206918_ex16-1.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): December 30, 2010 (December 27,
2010)
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-141568
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20-8468508
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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9 North
West Fourth Ring Road Yingu Mansion Suite 1708
Haidian
District Beijing, People’s Republic of China 100190
(Address
of principal executive offices)
+86 10
82525361
(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 ( 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
Dismissal
of Previous Independent Registered Public Accounting Firm
On
December 27, 2010, the Board of Directors of China Advanced Construction
Materials Group, Inc. (the “Company”) approved the dismissal of Frazer Frost,
LLP (“Frazer Frost”) as the Company’s independent auditor, effective
immediately.
Frazer
Frost’s report on the Company’s financial statements as of and for the year
ended June 30, 2010 did not contain an adverse opinion or disclaimer of opinion
and 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 June 30, 2009 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 year ended June 30, 2010, and through Frazer Frost’s dismissal on December
27, 2010, there were (1) no disagreements with Frazer Frost or MSWFT 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 Frazer Frost or MSWFT, would have caused Frazer Frost to make
reference to the subject matter of the disagreements in connection with its
report, and (2) no reportable events within the meaning set forth in
Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or
a reportable event within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
The
Company furnished Frazer Frost with a copy of this disclosure on December 29,
2010, providing it with the opportunity to furnish the Company with a letter
addressed to the SEC stating whether it agrees with the statements made by the
Company herein in response to Item 304(a) of Regulation S-K and, if not, stating
the respect in which it does not agree. A letter from Frazer Frost,
dated December 30, 2010 is filed as Exhibit 16.1 to this report.
Engagement
of New Independent Registered Public Accounting Firm
Concurrent
with the decision to dismiss Frazer Frost as the
Company’s independent auditor, the Board of Directors of the Company appointed
Friedman LLP (“Friedman”) as the Company’s independent auditor.
During
the years ended June 30, 2010 and 2009, and through the date hereof, neither the
Company nor anyone acting on its behalf consulted Friedman with respect to (i) the
application of accounting principles to a 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 or 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 (ii) any matter that was the subject
of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v),
respectively, of Regulation S-K.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
from Frazer Frost LLP, regarding change in certifying
accountant
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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.
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Date:
December 30, 2010
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CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
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By:
/s/ Xianfu Han
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Xianfu
Han
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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16.1
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Letter
from Frazer Frost LLP, regarding change in certifying
accountant
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