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
June 2,
2009
Date of
Report (Date of earliest event reported)
KIWA
BIO-TECH PRODUCTS GROUP CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33167
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77-0632186
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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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310
N. Indian Hill Blvd., #702
Claremont,
California
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(Address
of principal executive offices)
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91711
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(Zip
code)
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(626)
715-5855
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(Registrant’s
telephone number, including area code)
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None.
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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.
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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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
We were
informed by Mao & Company, CPAs, Inc. (“Mao & Company”) that they would
not stand for reappointment for 2009 audit services unless 2008 audit service
fee is settled. Effective as of June 2, 2009, the Company dismissed
Mao & Company, the Company's independent registered public accounting firm.
The decision to change accountants was approved by the Company's Board of
Directors.
Mao &
Company reported on the Company's consolidated financial statements for the
years ended December 31, 2008 and 2007. For these periods and up to June 2,
2009, there were no disagreements with Mao & Company on any matter of
accounting principle or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Mao & Company, would have caused it to make reference thereto in its
report on the financial statements for such years. During such years,
there were no reportable events within the meaning set forth in Item
304(a)(1)(v) of Regulation S-K.
The
reports of Mao & Company on the financial statements of the Company for the
fiscal years ended December 31, 2008 and 2007 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
The
Company has provided Mao & Company with a copy of the foregoing disclosure
and requested that Mao & Company provide the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements made by the Company in response to this item. A copy of such letter,
dated June 7, 2009, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
The Company has engaged AGCA, Inc. (“AGCA”) to assume the role of its new principal
independent accountants. The decision to engage AGCA was approved by the Board of Directors on June 2, 2009. The Company signed the
AGCA engagement letter on June 2, 2009 after AGCA completed its internal procedures
related to new attest client acceptance.
During
the fiscal years ended December 31, 2008 and 2007 and through June 2, 2009, the
Company did not consult with AGCA on (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that may be rendered on the Company’s financial statements, and
AGCA did not provide either in a written report or oral advice to the Company
that was an important factor considered by the Company in reaching a decision as
to any accounting, auditing, or financial reporting issue; or (ii) the subject
of any disagreement, as defined in Item 304 (a)(1)(v) 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.
Item
9.01: Financial Statements and Exhibits.
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16.1
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Letter
from Mao & Company, CPAs, Inc. dated June 7, 2009 to the Securities
and Exchange Commission
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 2, 2009
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| By: |
/s/
Wei Li
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| Name:
Wei Li |
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| Title:
Chairman of Board of Directors and Chief Executive Officer |
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