CHMS 8K SPET 05 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of Earliest Event Reported): July 21, 2006
Greater
China Media and Entertainment Corp.
(formerly
AGA RESOURCES, INC.)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-51781
(Commission
File Number)
N/A
(I.R.S.
Employer Identification No.)
142-757
W. Hastings Street
Vancouver,
British Columbia, Canada V6C 1A1
(Address
of Principal Executive Offices) (Zip Code)
(778)
322-4332
(Registrant's
Telephone Number, Including Area Code)
This
Current Report on Form 8-K is filed by Greater China Media and Entertainment
Corp., a Nevada corporation (the “Registrant”), in connection with the items set
forth below.
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):
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
July
21, 2006, Moen and Company, LLP, Chartered Accountants (“Moen”), resigned as our
independent registered public accounting firm because the principal of Moen
retired at that date. On August 21, 2006, our Board of Directors authorized
the
engagement of Michael T. Studer, C.P.A., P.C., an independent registered firm
of
Certified Public Accountants, as our principal independent accountant.
The
reports of Moen on the consolidated financial statements of the Company for
the
period from the date of inception on December 15, 2004 to September 30, 2005,
including the subsequent interim periods through the date of resignation, did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles, with
the
exception that Moen’s audit report dated December 22, 2005, expressed
substantial doubt about our ability to continue as a going concern unless we
were able to generate sufficient cash flows to meet our obligations and sustain
our operations..
During
the period from the date of inception on December 15, 2004 to September 30,
2005, including the subsequent interim periods through the date of resignation,
there were no disagreements with Moen 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 Moen, would have caused
Moen to make reference to the subject matter of the disagreement in its reports
on the Company’s consolidated financial statements for such periods.
The
Company has requested that Moen furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter is filed herewith as Exhibit 16.1.
Item
9.01. Financial Statements and Exhibits
SIGNATURES
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.
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Greater
China Media and Entertainment Corp.
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Date: September
5, 2006
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By:
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/s/
Xin Wei
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Xin
Wei
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Chairman
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