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): February 28, 2013
Commission file number 000-54072
China Ginseng Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 20-3348253 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
1562 Jie Fang Great Road 16 FL Zhongji Building, Suite 1062-1063 Nanguan District, Changchun City, China | | 130022 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone (01186) 43185790039 |
–––––––––––––––– Copies to: Hunter Taubman Weiss LLP 17 State Street, Floor 20 New York, NY 10004 Tel: 212-732-7184 |
| –––––––––––––––– |
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
On February 28, 2013, China Ginseng Holdings, Inc. (the “Company”) was informed by its independent registered public accounting firm, Meyler & Company, LLC (“Meyler”), that it has combined its practice with Cowan, Gunteski & Company, P.A. As a result of the combination and upon notice by Meyler to the Company on February 28, 2013, Meyler in effect has resigned as the Company’s independent registered public accounting firm and Cowan, Gunteski & Company, P.A. became the Company’s independent registered public accounting firm. The engagement of Cowan, Gunteski & Company, P.A. as the Company’s independent registered public accounting firm was ratified and approved by the Board of Directors of the Company on February 28, 2013.
The audit reports of “Meyler” on the consolidated financial statements of the Company as of and for the years ended June 30, 2012 and 2011 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, except as to its ability to continue as a going concern. During the Company’s two most recent fiscal years ended June 30, 2012 and 2011 and through February 28, 2013, the Company did not consult with Cowan, Gunteski & Co. P.A. on (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s consolidated financial statements, and Cowan, Gunteski & Co., P.A. did not provide either a written report or oral advice to the Company that Cowan, Gunteski & Co., P.A. concluded 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.
In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended June 30, 2012 and 2011 and through the date of this Current Report, there were no disagreements between the Company and “Meyler” 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 “Meyler”, would have caused “Meyler” to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such years.
The Company has provided “Meyler” a copy of the disclosures in this Form 8-K and has requested that “Meyler” furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not “Meyler” agrees with the Company’s statements in this Item 4.01. A copy of the letter dated February 28, 2013 furnished by “Meyler” 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.
16.1 Letter from Meyler & Company, LLC dated February 28, 2013
99.1 Letter from Meyler & Company, LLC dated February 28, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | China Ginseng Holdings, Inc. |
| | | |
| Date: March 5, 2013 | By: | /s/ Liu Changzhen |
| | | Liu Changzhen, Chairman of the Board |
