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CHNG > SEC Filings for CHNG > Form 8-K/A on 13-Jun-2012All Recent SEC Filings

Show all filings for CHINA NATURAL GAS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for CHINA NATURAL GAS, INC.


13-Jun-2012

Changes in Registrant's Certifying Accountant, Financial Statements and


Item 4.01 Changes In Registrant's Certifying Accountant

Effective as of April 20, 2012 the Company dismissed Friedman LLP ("Friedman"), the Company's independent registered public accounting firm.

Friedman reported on the Company's consolidated financial statements for the years ending December 31, 2011 and 2010. For these periods and up to April 20, 2012, there were no disagreements with Friedman 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 Friedman, 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 Friedman on the financial statements of the Company for the fiscal years ended December 31, 2011 and 2010 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 Friedman with a copy of the foregoing disclosure and requested that Friedman 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 May 14, 2012, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

In its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2012, the Company disclosed, among other things, that it had engaged Sherb & Co., LLP ("Sherb & Co.") to serve as its new independent registered public accounting firm. To clarify the circumstances relating to this engagement, the Company would like to note the following:

The Company countersigned the April 10, 2012 engagement letter provided by Sherb & Co. on April 21, 2012. Subsequently, the Company reexecuted the engagement letter on May 11, 2012. However, the Sherb & Co. engagement was not approved by the Audit Committee of the Company's Board of Directors (the "Audit Committee") until May 16, 2012, i.e. one day after the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (the "10-Q") was filed. After receipt of a retainer payment by the Company on May 4, 2012, Sherb & Co. had substantively reviewed the10-Q and did not take any exceptions to the 10-Q filing, it was not in a position to provide a formal approval for the 10-Q filing since, as per Sherb & Co., it reviewed the 10-Q filing without being formally engaged by the Audit Committee at the time of the 10-Q filing. Therefore, the 10-Q was filed without review by a formally engaged independent registered public accounting firm.

The Company has engaged WWC, P.C. Certified Public Accountants ("WWC") to assume the role of its new independent registered public accounting firm. The engagement was approved by the Audit Committee on June 7, 2012 and the Audit Committee executed a binding engagement letter on the same day.

During the fiscal years ended December 31, 2011 and 2010 and through June 7, 2012, the Company did not consult with WWC 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 WWC 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.

Following the engagement, WWC will begin reviewing the 10-Q and if necessary, the Company will file an amendment to the 10-Q.



Item 9.01 Financial Statements and Exhibits.

16.1   Letter from Friedman LLP dated May 14, 2012 to the Securities and
       Exchange Commission (previously filed as an Exhibit to the May 15, 2012
       Current Report on Form 8-K and incorporated by reference herein)

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