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): February 6, 2008
|
ENERGROUP
HOLDINGS CORPORATION
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Nevada
|
|
0-32873
|
|
87-0420774
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File No.)
|
|
(IRS
Employee Identification
No.)
|
No.
9,
Xin Yi Street, Ganjingzi District
Dalian
City, Liaoning Province, PRC 116039
______________________________________________________________________
(Address
of Principal Executive Offices)
+86
411
867 166 96
______________________________________
(Issuer
Telephone number)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
4.01 Changes
in Registrant’s Certifying Accountant
MantylaMCREYNOLDS
LLC (“McReynolds”)
resigned as the independent auditor of Energroup Holdings Corporation (the
“Registrant”) effective February 6, 2008. McReynolds served as the Registrant’s
independent auditor for the Registrant’s fiscal years ended December 31, 1999
through December 31, 2006, and the interim periods during 2007. On December
31,
2007, the Registrant completed a reverse takeover transaction which resulted
in
a change of control of the Registrant, and acquisition by the Registrant of
a
food processing company based in the city of Dalian, China. Following this
change, MantylaMCREYNOLDS LLC will no longer serve as the auditor of the
Registrant.
McReynolds’
report on the Registrant’s financial statements for the two most recent fiscal
years did not contain any adverse opinions or disclaimers of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles, except for a going concern opinion expressing substantial doubt
about the ability of the Registrant to continue as a going concern with respect
to the Registrant in 2006, during which time the Registrant had “shell company”
status under Rule 12b-2 of the Exchange Act.
During
the Registrant’s two most recent fiscal years and the interim periods through
February 6, 2008, there were no disagreements with McReynolds 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
McReynolds would have caused them to make reference to this subject matter
of
the disagreements in connection with their report, nor were there any
“reportable events” as such term is described in Item 304(a)(1)(iv) of
Regulation S-B.
Also
on
February 6, 2008, the Registrant engaged Samuel
H.
Wong & Co., LLP (“Wong & Co.”) as
the
Registrant’s outside independent accounting firm. This action has also been
approved by the Registrant’s Board of Directors. During the Registrant’s two
most recent fiscal years and any subsequent interim period prior to the
engagement of Wong & Co., neither the Registrant nor anyone on the
Registrant’s behalf consulted with Wong & Co., regarding either (i) the
application of accounting principles to a specified transaction, either
contemplated or proposed, or the type of audit opinion that might be rendered
on
the Registrant’s financial statements, or (ii) any matter that was either the
subject of a “disagreement” or a “reportable event.”
The
Registrant requested that McReynolds review the disclosure contained in this
Form 8-K and asked McReynolds to furnish the Registrant with a letter addressed
to the Commission containing any new information, clarification of the
Registrant’s expression of McReynolds’ views, or the respects in which
McReynolds does not agree with the statements contained herein. A copy of the
above-described letter from McReynolds is filed hereto as an exhibit to this
Form 8-K.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective
February 7, 2008, Ms. Wendy Li resigned as a director of Energroup Holdings
Corporation (the “Registrant”). The decision by Ms. Li to resign from her
position was not the result of any material disagreement with the Registrant
on
any matter relating to the Registrant’s operations, policies or
practices.
Item
9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description
|
|
|
|
|
| 16.1 |
|
Letter
to SEC from MantylaMCREYNOLDS LLC
|
|
|
|
|
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.
| |
|
|
| |
ENERGROUP
HOLDINGS CORPORATION
|
| |
(Registrant)
|
|
|
|
|
Date:
February 11, 2008
|
/s/
Shi Huashan
|
| |
Shi
Huashan, Chief Executive
Officer
|