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): April 9, 2009
VLOV INC.
(Exact name of registrant as specified in Charter)
| Nevada | | 000-53155 | | 20-8658254 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employer Identification No.) |
No 1749-1751 Xiangjiang Road
Shishi City, Fujian Province
People’s Republic of China
(Address of Principal Executive Offices)
(86595) 88554555
(Issuer Telephone Number)
SINO CHARTER INC.
(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 (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 Change in Registrant’s Certifying Accountant
| (a) | Dismissal of Registrant’s Certifying Accountant |
Effective April 9, 2009, Malone & Bailey CPA (“Malone & Bailey”) was dismissed as the Registrant’s certifying independent accountant engaged to audit our financial statements. Malone & Bailey was engaged as auditors to the Registrant for the fiscal year ended November 30, 2008.
Malone & Bailey’ report on the Company’s financial statements for the two years ended November 30, 2008 did not contain any adverse opinions or disclaimers of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
Prior to their dismissal, there were no disagreements with Malone & Bailey 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 Malone & Bailey would have caused them to make reference to this subject matter of the disagreements in connection with their report, nor were there any "reportable events" as such term as described in Item 304(a)(1)(v) of Regulation S-K.
The Company requested Malone & Bailey to provide a copy of the letter addressed to the SEC stating whether it agrees with the statements made above by the Company regarding Malone & Bailey. A copy of the letter by Malone & Bailey is attached as Exhibit 16.1 to this Form 8-K.
| (b) | Appointment of Registrant’s New Certifying Accountant |
Effective on April 9, 2009, Crowe Horwath LLP (“Crowe Horwath”), whose address is 15233 Ventura Boulevard, 9th Floor, Sherman Oaks, California 91403, was engaged to serve as the Company's new independent certifying accountant to audit the Company's financial statements.
Prior to engaging Crowe Horwath, the Company had not consulted Crowe Horwath regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements or a reportable event, nor did the Company consult with Crowe Horwath regarding any disagreements with its prior auditor 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 the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.
The dismissal of Malone & Bailey as the Company’s certifying independent accountant and the engagement of Crowe Horwath as its new certifying independent accountant were both approved by our board of directors.
Item 9.01 Financial Statements and Exhibits
Exhibit Number | | Description |
| | | |
| 16.1 | | Letter from Malone & Bailey CPA dated April 15, 2009. |
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 thereunto duly authorized.
| Date: April 15, 2009 | VLOV Inc. (Registrant) |
| | | |
| | By: | /s/ Qingqing Wu |
| | Qingqing Wu |
| | Chief Executive Officer |
