UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 19, 2005
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Purezza Group, Inc.
(Exact name of registrant as specified in charter)
Florida
(State or other Jurisdiction of Incorporation or Organization)
333-85306 65-1129912
(Commission File Number) (IRS Employer Identification No.)
426 Xuefu Street, Taiyuan,
Shanxi Province, China
(Address of Principal
Executive Offices and zip code)
86 351 2281300
(Registrant's telephone
number, including area code)
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
(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 registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Purezza Group, Inc. (the "Company") to
be materially different from future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe the Company's future plans,
strategies and expectations, are generally identifiable by use of the words
"may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend"
or "project" or the negative of these words or other variations on these words
or comparable terminology. These forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections included in these forward-looking statements will come to pass. The
Company's actual results could differ materially from those expressed or implied
by the forward-looking statements as a result of various factors. Except as
required by applicable laws, the Company undertakes no obligation to update
publicly any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On July 19, 2005, Purezza Group, Inc. (the "Company") dismissed
Durland & Company, CPA's, P.A. ("Durland") as its independent certified public
accountants. The decision was approved by the Board of Directors of the Company.
The report of Durland on the Company's financial statements for its
fiscal years ended December 31, 2004 and 2003 did not contain an adverse opinion
or disclaimer of opinion nor was qualified or modified as to any uncertainty,
audit scope or accounting principles. During the Company's fiscal year ended
December 31, 2004 and 2003 and the subsequent interim periods preceding the
termination, there were no disagreements with Durland 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
Durland would have caused Durland to make reference to the subject matter of the
disagreements in connection with its report on the financial statements for such
years or subsequent interim periods.
The Company requested that Durland furnish it with a letter addressed
to the Securities and Exchange Commission ("SEC") stating whether or not it
agrees with the Company's statements in this Item 4.01(a). A copy of a new
letter furnished by Durland in response to that request, dated July 28, 2005, is
filed as Exhibit 16.1 to this Form 8-K/A.
(b) Effective July 19, 2005, Moore Stephens was engaged as the
Company's new independent registered accounting firm. During the two most recent
fiscal years and the interim period preceding the engagement of Moore Stephens,
the Company has not consulted with Moore Stephens regarding either: (i) 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; or (ii) any matter that was either the
subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item
304 of Regulation S-B.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None
(c) Exhibits.
Exhibit Number Description
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16.1 Letter from Durland & Company, CPA's, P.A. dated
July 28, 2005 regarding change in certifying
accountant.
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.
Purezza Group, Inc.
(Registrant)
Date: July 28, 2005 By: /s/ Zhao Ming
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Zhao Ming, Chief Executive Officer
and President
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter from Durland & Company, CPAs, and P.A.
dated July 28, 2005 regarding change in
certifying accountant.