UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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 10, 2012
LIFE NUTRITION PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-34274 | | 42-1743717 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
20 Broad Street, 7th Floor New York, NY | | 10005 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 797-7833
c/o 30A Vreeland Road, Suite 230
Florham Park, New Jersey 07932
(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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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 4 – Matters Related to Accountants and Financial Statements
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) January 10, 2012, a representative of Wei Wei & Co. LLP (“WEI WEI”), on behalf of Life Nutrition Products, Inc. (the “Company”), notified Rosenberg Rich Baker Berman & Company (“RRBB”) that the Company had engaged WEI WEI to audit the Company’s 2011 financial statements and WEI WEI requested to view RRBB’s work papers. Mr. Chu Zhanjun, the Chief Executive Officer of the Company, authorized WEI WEI to contact RRBB regarding the dismissal. The dismissal of RRBB was recommended and approved by the Company’s Board of Directors.
RRBB was engaged by the Company on May 10, 2011 to be the Company’s independent registered public accounting firm. RRBB never performed an audit of the Company’s financial statements and, consequently, RRBB never issued an audit report on the Company’s financial statements.
From May 10, 2011, the date on which RRBB was engaged by the Company as its principal independent accountants to audit the Company’s financial statements and during the subsequent interim period through the date of dismissal: (i) the Company had no disagreement with RRBB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of RRBB, would have caused it to make reference thereto in connection with their reports on the Company’s financial statements for such years, and (ii) there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided RRBB with a copy of the above disclosures and requested that RRBB furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if it does not agree, the respects in which it does not agree. The response from RRBB is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On December 28, 2011, the Board of Directors of the Company engaged the independent registered public accounting firm of WEI WEI to (i) serve as the Company’s new independent registered public accountants and (ii) audit the Company’s financial statements as of and for the year ended December 31, 2011.
During the Company’s two most recent fiscal years and the interim period preceding its engagement of WEI WEI and through the date RRBB was dismissed, the Company has not consulted with WEI WEI regarding either: (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a disagreement between the Company and RRBB as described in Item 304(a)(2)(i) and (ii) of Regulation S-K or a reportable event as described in Item 304(a)(2) (i) and (ii) of Regulation S-K.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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| 16.1 | Letter dated April 11, 2012 from Rosenberg Rich Baker Berman & Company. |
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.
| | LIFE NUTRITION PRODUCTS, INC. | |
| | (Registrant) | |
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| Dated: April 11, 2012 | By: | /s/ Chu Zhanjun | |
| | | Chu Zhanjun | |
| | | President and Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit Number | | Description |
| 16.1 | | Letter dated April 11, 2012 from Rosenberg Rich Baker Berman & Company |
