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 29, 2010 (January 28, 2010) |
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| CHINA INTERACTIVE EDUCATION, INC. |
| (Exact name of registrant as specified in its charter) |
| | |
| | Nevada | | | 333-134287 | | | 59-2539657 | |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| | MenQ Technology Group Limited | |
| | Block C, Zhennan Road, South District | |
| | Zhongshan City, Guangdong Province | |
| | People’s Republic of China | |
| | (Address of Principal Executive Offices) | |
| | | |
| | 86-0760-2819888 | |
| Registrant's Telephone Number, Including Area Code |
| |
| N/A |
| (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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On January 28, 2010, the board of directors of China Interactive Education, Inc. (the "Company"), approved the dismissal of STS Partners, LLP ("STS") as the Company’s independent auditor, effective immediately. The dismissal of STS was in connection with the Company’s reverse acquisition transaction with MenQ Technology Group Limited ("MenQ") on December 11, 2010, and the Company’s desire to retain AGCA CPA Limited ("AGCA"), MenQ’s independent registered public accounting firm prior to the reverse acquisition transaction.
STS reported on our financial statements as of and for the year ended December 31, 2008, and its report did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that its report for the year ended December 31, 2008 contained a going concern qualification as to our ability to continue as a going concern.
During the year ended December 31, 2008 and through STS’ dismissal on January 28, 2010, there were (1) no disagreements with STS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of STS, would have caused STS to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.
We furnished STS with a copy of this disclosure on January 28, 2010, providing STS with the opportunity to furnish us with a letter addressed to the SEC stating whether it agrees with the statement made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A letter from STS, dated January 28, 2010 is filed as Exhibit 16.1 to this report.
(b) Engagement of New Independent Registered Public Accounting Firm
Concurrent with the decision to dismiss STS as the Company’s independent auditor, the Company’s board of directors elected to continue the existing relationship of MenQ with AGCA and appointed AGCA as the Company’s independent auditor.
During the years ended December 31, 2008 and 2007 and through the date hereof, neither the Company nor anyone acting on the Company’s behalf consulted AGCA with respect to (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 our financial statements, and neither a written report was provided to us or oral advice was provided that AGCA concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01
Financial Statements And Exhibits.
(d) Exhibits
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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.
| Dated: January 29, 2010 | CHINA INTERACTIVE EDUCATION, INC. |
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| | By: | /s/ Barry Cheung |
| | | Barry Cheung |
| | | Chief Financial Officer |
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EXHIBIT INDEX
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