U.S. 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 2, 2006
DELI SOLAR (USA), INC.
(Name of small business issuer as specified in its charter)
Nevada 000-12561 95-3819300
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
558 Lime Rock Road, Lime Rock, Connecticut 06039
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (860) 435-7000
(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): [] 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)).
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
a) On January 2, 2006, Child, Sullivan & Company, the principal accountant for
Deli Solar (USA), Inc. (the "Company") changed its accounting practice from a
corporation to a professional limited liability company named Child, Van Wagoner
& Bradshaw, PLLC. As this is viewed as a separate legal entity, the Company
dismissed Child, Sullivan & Company as principal accountant and engaged Child,
Van Wagoner & Bradshaw, PLLC, as the Company's principal accountants for the
Company's fiscal year ending December 31, 2005 and the interim periods for 2005
and 2006. The decision to change principal accountants was ratified by the Board
of Directors of the Company.
None of the reports of Child, Sullivan & Company, on the Company's financial
statements for either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.
There were no disagreements between the Company and Child, Sullivan & Company,
for the previous two fiscal years and interim period up to the date of dismissal
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Child, Sullivan & Company, would have caused them to make
reference to the subject matter of the disagreement in connection with its
report. Further, Child, Sullivan & Company has not advised the Registrant that:
1) internal controls necessary to develop reliable financial statements did not
exist; or
2) information has come to the attention of Child, Sullivan & Company which made
it unwilling to rely upon management's representations, or made it unwilling
to be associated with the financial statements prepared by management; or
3) the scope of the audit should be expanded significantly, or information has
come to the attention of Child, Sullivan & Company that they have concluded
will, or if further investigated might, materially impact the fairness or
reliability of a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal year ended December 31, 2005.
(b) On December 5, 2005 the Registrant engaged Child, Van Wagoner & Bradshaw,
PLLC as its principal accountant to audit the Registrant's financial
statements as successor to Child, Sullivan & Company. During the Registrant's
two most recent fiscal years or subsequent interim period, the Registrant has
not consulted with the entity of Child, Van Wagoner & Bradshaw, PLLC
regarding the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements, nor did the entity of
Child, Van Wagoner & Bradshaw, PLLC provide advice to the Registrant, either
written or oral, that was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting
issue.
Further, during the Registrant's two most recent fiscal years or subsequent
interim period, the Registrant has not consulted the entity of Child, Van
Wagoner & Bradshaw, PLLC on any matter that was the subject of a disagreement or
a reportable event.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Descriptions
16.1 Letter from Child, Sullivan & Company dated January 20, 2006
regarding change in certifying accountant
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.
Date: January 23, 2006 By: /s/ Deli Du
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Deli Du
President & Chief Executive Officer
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