___________________________________________

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): April 17, 2013

 

 

ZHONG SEN INTERNATIONAL TEA COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

Florida 000-54163 26-2091212
(State of Other Jurisdiction (Commission File (IRS Employer
Of Incorporation) Number) Identification No.)

 

3225 McLeod Drive, Suite 100

Las Vegas, Nevada

 

89121

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (702) 871-8535

 

 

(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:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 
 

 

Item 4.01 Changes in Registrant’s Certifying Accountant

 

On April 19, 2013, Zhong Sen International Tea Company (hereafter, “we” “us” “our” or the “Company”) dismissed its previous independent accountant, Webb & Company, P.A. (hereafter “Webb”). Our Board of Directors approved the decision to change the Company’s independent accountants.

 

The report of Webb regarding the Company’s financial statements for the fiscal years ended May 31, 2012 and 2011, as well as the financial statements of the Company contained in its annual reports on Form 10-K for the fiscal years ended May 31, 2012 and 2011, did not contain any adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report on our financial statements contained an explanatory paragraph in respect to uncertainty as to the Company's ability to continue as a going concern.

 

During the two years ended May 31, 2012 and during the period from May 31, 2012 through to April 19, 2013, the date of dismissal, there were no disagreements with Webb 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 Webb would have caused it to make reference to the subject matter of the disagreements in connection with its report.

 

We provided Webb with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that Webb furnish us with a letter addressed to the commission stating whether it agrees with the statements made by us in this Current Report, and if not, stating the aspects with which it does not agree.

 

Also on April 17, 2013, we engaged Morrill & Associates, LLC (“Morrill”), independent registered accountants, as our independent accountant following the dismissal of Webb. Prior to the engagement of Morrill, the Company has not consulted with Morrill regarding either:

 

a)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 nor oral advice was provided that Morrill concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
b)any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

 

 

 

 

 
 

 

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.

 

  Zhon Sen International Tea Company
Date: April 23, 2013  
  By:  /s/ Marc Angell
    Chief Executive Officer