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) February 13, 2007
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Lunar Growth Corporation
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(Exact name of Registrant as specified in its charter)
Cayman Islands 000-52340 N/A
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
c/o Nautilus Global Partners
700 Gemini, Suite 100
Houston, TX 77027
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(Address of principal executive offices)
Registrant's telephone number, including area code: (281-488-3883)
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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1
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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(1) Merger Involving Independent Accountants
(i) On January 22, 2007, we were informed by Helin, Donovan,
Trubee & Wilkinson, LLP ("HDTW"), the independent
registered public accounting firm for Lunar Growth
Corporation (the "Company"), as follows:
(1) HDTW has consummated a merger with Pohl, McNabola,
Berg & Co., LLP ("PMB"). PMB is located in San
Francisco, California, and is also registered with
the Public Company Accounting Oversight Board (United
States). The name of the post-merger firm is PMB Helin
Donovan, LLP ("PMB+HD").
(2) We are required to file this Form 8-K as notification
that PMB + HD succeeds HDTW as our independent
registered auditor.
(ii) HDTW was initially engaged to report on our financial
statements as of and for the four days ended September 30,
2006, and has not performed an audit prior to that date.
(iii) The report of HDTW on the Company's financial
statements for the period ended September 30, 2006 did
not contain an adverse opinion or a disclaimer of opinion,
nor was either such report qualified or modified as to
uncertainty, audit scope or accounting principles.
(1) Since the Company's inception and through January 22,
2007, there were no disagreements with HDTW 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 HDTW, would have caused them to make
reference thereto in their report on the financial
statements for such period.
(2) Since the Company's inception and through January 22,
2007, there have been no reportable events (as
defined in Regulation S-B Item 304(a)(1)(iv)(B)).
(iv) The Company has requested that HDTW furnish it with a
letter addressed to the Securities and Exchange Commission
stating whether or not HDTW agrees with the above statements.
A copy of HDTW's letter required by Item 304(a)(3) of
Regulation S-B is filed as Exhibit 16 to this Form 8-K.
(2) Since the Company's inception and through January 22, 2007,
neither the Company, nor anyone on its behalf, consulted with PMB
regarding either the application of accounting principles to a
specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's
financial statements; or any matter that was either a subject of
disagreement (as defined in Item 304(a)(1)(iv)(A) of Regulation S-
B and the related instructions to that Item) or a reportable
event (as described in Item 304(a)(1)(iv)(B) of Regulation S-B).
2
(3) We have notified our Board of Directors of the facts set
forth in this report on Form 8-K, including the appointment of
PMB + HD as our independent registered auditor and no member has
disapproved of this appointment.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Shell company transactions.
None
(d) Exhibits
16 Letter regarding change in certifying accountant.
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SIGNATURES
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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.
Lunar Growth Corporation
Date: February 13, 2007 By: /s/Joseph Rozelle
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Joseph Rozelle
President
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EXHIBIT INDEX
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Exhibit Sequential
Number Page Number
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16 Letter regarding change in certifying accountant. 4
3