form8k.htm
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 12, 2010
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CHINA
HGS REAL ESTATE INC.
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(Exact
name of registrant as specified in its
charter)
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Florida
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000-49687
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33-0961490
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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6
Xinghan Road, 19th Floor
Hanzhong
City, Shaanxi Province
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People’s
Republic of China, 723000
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(Address
of principal executive offices)
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(212) 232-0120
(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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):
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 Changes in Registrant’s Certifying Accountant
China HGS
Real Estate Inc. (the “Company”) was notified that the audit practice of Bagell,
Josephs, Levine & Company, LLP, the Company’s independent registered public
accounting firm (“BJL”), was combined with Friedman LLP (“Friedman”) effective
as of January 1, 2010. On January 12, 2010, BJL resigned as the independent
registered public accounting firm of the Company and, with the approval of the
Audit Committee of the Company’s Board of Directors, Friedman was engaged as the
Company’s independent registered public accounting firm.
During
the Company’s most two recent fiscal years ended September 30, 2009 and 2008 and
from September 30, 2009 through the engagement of Friedman as the Company’s
independent registered public accounting firm, neither the Company nor anyone on
its behalf consulted Friedman with respect to any accounting or auditing issues
involving the Company. In particular, there was no discussion with the Company
regarding the application of accounting principles to a specified transaction,
the type of audit opinion that might be rendered on the financial statements, or
any matter that was either the subject of a disagreement, as described in Item
304 of Regulation S-K (“Regulation S-K”) promulgated by the Securities and
Exchange Commission (the “SEC”), with BJL, or a “reportable event” as described
in Item 304(a)(1)(v) of Regulation S-K.
BJL
performed audits of the Company’s consolidated financial statements for the year
ended September 30, 2009. BJL’s report did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
In
connection with the audits of the Company’s financial statements for the fiscal
year ended September 30, 2009 and through the date of this Current
Report, there were no (i) disagreements between the Company and BJL
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to its satisfaction, would have caused BJL to make reference to the subject
matter of such disagreements in connection with its report, or (ii) “reportable
events,” as described in Item 304(a)(1)(v) of Regulation S-K.
The
Company furnished BJL with a copy of this report prior to filing with the SEC
and requested that BJL furnish it with a letter addressed to the SEC stating
whether or not it agreed with the statements made by the Company in this report
insofar as they relate to BJL’s audit services and engagement as the Company’s
independent registered public accounting firm. BJL has furnished a letter
addressed to the SEC dated January 13, 2010, a copy of which is attached hereto
as Exhibit 16.0.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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16.1
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Letter of
Bagell, Josephs, Levine & Company, LLC dated January 13,
2010
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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.
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CHINA
HGS REAL ESTATE INC.
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Date:
January 19, 2010
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By:
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/s/
Xiaojun Zhu
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Xiaojun
Zhu
Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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16.1
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Letter of
Bagell, Josephs, Levine & Company, LLC dated January 13,
2010
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