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): April 30, 2009
| FREZER, INC. |
| (Exact name of Registrant as specified in charter) |
| Nevada | | 0-51336 | | 20-2777600 |
| (State of Incorporation) | | (Commission File No.) | | (IRS Employer Identification Number) |
No. 90-1 Hongji Street Xigang District Dalian City Liaoning Province, PRC, 116011 |
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (011)-86-411-83678755
| Not Applicable |
| (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 the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
o Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
Explanatory Note: This amendment to Current Report on Form 8-K is hereby being filed to amend Item 4.01 of the Current Report on Form 8-K Frezer, Inc. filed on May 1, 2009 (SEC Accession No. 0001144204-09-023491) to address two comments in a comment letter from the Securities and Exchange Commission dated May 1, 2009.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On April 30, 2009, the Board of Directors of Frezer, Inc. (the “Company”, “we” or “us”) approved the termination of Chang G. Park, CPA (“Park”) as our independent accountant.
Concurrent with this action, our Board of Directors appointed PATRIZIO & ZHAO, LLC (“P&Z”) as our new independent certified public accounting firm. P&Z is located at 322 Rt 46 West, Suite L100 Parsippany, NJ 07054. It has been auditing the financial statements of Dalian Befut Wire and Cable Manufacturing Co., Ltd (“Dalian Befut”), the captive manufacturing company we controlled through a series of agreements. Accordingly, management elected to continue this existing relationship with P&Z and engage it as the Company’s independent auditors.
Our consolidated financial statements for the years ended December 31, 2008 and 2007 were audited by Park. Park’s reports on our financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports for the years ended December 31, 2008 and 2007 on the Company were modified for uncertainty in that both reports included an explanatory paragraph expressing substantial doubt as to the Company’s ability to continue as a going concern.
During the years ended December 31, 2008 and 2007 and through the date of discontinuance of Park’s engagement as the Company’s independent accountant, there were no disagreements with Park on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Park, would have caused it to make reference to the subject matter of the disagreement in connection with its report.
In addition, there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K that occurred within the Company’s two most recent fiscal years and the subsequent interim period preceding the date of discontinuance of Park’s engagement as the Company’s independent accountant.
The Company has provided to Park a copy of this Current Report on Form 8-K/A prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested him to furnish a letter addressed to the SEC stating whether he agrees with the statements made above. Attached as Exhibit 16.1 is a copy of Park’s letter to the SEC, dated May 19, 2009.
During the period the Company engaged Park, neither the Company nor anyone on the Company's behalf consulted with P&Z 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 Company's financial statements and either a written report was provided to the Company or oral advice was provided that P&Z concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has authorized Park to respond fully to all inquiries of P&Z.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following is filed as exhibits to this report:
| Exhibit No. | | Description |
| | | |
| Exhibit 16.1 | | Letter dated May 19, 2009 from Chang G. Park, CPA, to the Securities and Exchange Commission. |
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.
| | Frezer, Inc. | |
| | | |
| | | | |
| By: | /s/ Hongbo Cao | |
| | | Hongbo Cao | |
| | | President and Chief Executive Officer | |
| | | | |
