Unassociated Document
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): January 1, 2010
CHINA
MEDICINE CORPORATION
(Exact
name of registrant as specified in Charter)
Nevada
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000-51379
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51-0539830
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Guangri
Tower, Suite 702
No. 8
Siyou South 1st Street
Yuexiu
District
Guangzhou,
China 510600
(Address
of registrant’s principal executive office)
(8620)
8739-1718 and (8620) 8737-8212
(Registrant’s
telephone number, including area code)
Check the
appropriate box below in 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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.
14a-12)
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¨
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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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¨
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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.
China
Medicine Corporation (the “Company”) was notified that, effective January 1,
2010, certain partners of Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”)
and Frost, PLLC (“Frost”) formed Frazer Frost, LLP (“Frazer Frost”), a new
partnership. Pursuant to the terms of a combination agreement by and
among MSWFT, Frazer Frost and Frost (the “Combination Agreement”), each of MSWFT
and Frost contributed all of their assets and certain of their liabilities to
Frazer Frost, resulting in Frazer Frost assuming MSWFT’s engagement letter with
the Company and becoming the Company’s new independent accounting
firm. On January 7, 2010, the Company’s board of directors, formally
engaged Frazer Frost as the Company’s independent public accounting
firm. As of the date of this Current Report, Frazer Frost is
registered with the Public Company Accounting and Oversight Board
(PCAOB).
The audit
reports of MSWFT on the financial statements of the Company as of and for the
years ended December 31, 2008 and December 31, 2007 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During
the Company’s two most recent fiscal years and the subsequent interim period
through January 1, 2010, the Company did not consult with Frazer Frost 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 Frazer Frost did not provide either 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)(iv) 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.
In
connection with the audits of the Company’s financial statements for the fiscal
years ended December 31, 2008 and 2007 and the subsequent interim period through
January 1, 2010 there were: (i) no disagreements between the Company and MSWFT
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of MSWFT, would have caused MSWFT to make reference
to the subject matter of the disagreement in their reports on the Company’s
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided MSWFT with a copy of the disclosures in this Form 8-K and
has requested that MSWFT furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not MSWFT agrees with the Company’s
statements in this Item 4.01(a). A copy of the letter dated January
7, 2010, furnished by MSWFT in response to that request is filed as Exhibit 16.1
to this Form 8-K.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
The
exhibits required by this item are listed on the Exhibit Index to this
report.
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.
CHINA
MEDICINE CORPORATION
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By:
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/s/
Senshan Yang
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Name:
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Senshan
Yang
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Title:
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Chief
Executive Officer
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Date: January
7, 2010
Exhibit
Index
Exhibit Number
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Description
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16.1
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Letter
of Moore Stephens Wurth Frazer and Torbet, LLP dated January 7,
2010
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