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): June 20, 2011
YUHE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 001-34512 87-0569467
(State or other jurisdiction of incorporation
or organization)
(Commission File Number) (I.R.S. Employer Identification No.)
301 Hailong Street
Hanting District, Weifang, Shandong Province
The People’s Republic of China
(Address of principal executive offices, including zip code)
(86) 536 736 3688
(Registrant’s telephone number, including area code)
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 Changes in Registrant’s Certifying Accountant
On June 20, 2011, the audit committee of Yuhe International, Inc. (the “Company”)
received a letter from Child, Van Wagoner &
Bradshaw, PLLC (“CVWB”), the Company’s independent registered public accounting
firm, dated June 17, 2011 stating that the
client-auditor relationship between the Company and CVWB has ceased due to the
Company’s management’s misrepresentation and
failure to disclose material facts surrounding certain acquisition transactions and
off-balance sheet related party transactions. The
Company’s board of directors has accepted the decision of CVWB.
The report of CVWB on the Company’s consolidated financial statements for the year
ended December 31, 2010 contained no adverse
opinion or disclaimer of opinion, and such report was not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the year ended December 31, 2010, and the subsequent interim period through
March 31, 2011, there were no disagreements
between the Company and CVWB on any of the matters described in Item 304(a)(1)(iv)
of Regulation S-K.
There have been no other “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K. The Company has provided CVWB
with a copy of the disclosures it is making in this Current Report on Form 8-K
(this “Form 8-K”). The Company has requested that
CVWB furnish a letter addressed to the Securities and Exchange Commission (the
“SEC”) stating whether or not it agrees with the
statements made herein. On June 23, 2011, the Company received a letter from CVWB
stating that it is in agreement with the
statements regarding CVWB contained in this Form 8-K.
The Company has authorized CVWB to respond fully to the inquiries of any successor
independent registered public accounting firm
concerning the reportable event.
A copy of CVWB’s letter dated June 17, 2011 is filed as Exhibit 16.1 hereto, and a
copy of CVWB’s letter dated June 23, 2011 is filed
as Exhibit 16.3.
Item 4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
On June 20, 2011, the audit committee of the Company received a letter from CVWB
dated June 17, 2011 stating that its auditor’s
report on the financial statements of the Company for the year ended December 31,
2010 contained in the Form 10-K filed with the
SEC on March 31, 2011 should no longer be relied upon and must no longer be
associated with the financial statements due to the
Company’s management’s misrepresentation and failure to disclose material facts
surrounding certain acquisition transactions and offbalance sheet related party
transactions.
CVWB had no discussions with the Company’s board of directors, audit committee or
any authorized officers with respect to nonreliance on its auditor’s report on the
financial statements of the Company for the year ended December 31, 2010. The
Company’s
audit committee determined on June 23, 2011 that, as a result of the letter from
CVWB, the auditor’s report on the financial statements
of the Company for the year ended December 31, 2010 contained in the Form 10-K
filed with the SEC on March 31, 2011 should no
longer be relied upon.
The Company has provided CVWB with a copy of the disclosures it is making in this
Form 8-K. The Company has requested that
CVWB furnish a letter addressed to the SEC stating whether or not it agrees with
the statements made herein. On June 23, 2011, the
Company received a letter from CVWB stating that it is in agreement with the
statements regarding CVWB contained in this Form 8-
K.
A copy of CVWB’s letter dated June 17, 2011 is attached as Exhibit 16.2 to this
Form 8-K, and a copy of CVWB’s letter dated June
23, 2011 is filed as Exhibit 16.3.
Item 8.01 Other Events
On June 17, 2011, the Company held a special conference call with investors
explaining additional information relating to its
transaction with Weifang Dajiang Corporation in 2009. A transcript of the
conference call is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits Description
Exhibit 16.1 Letter from Child Van Wagoner & Bradshaw, PLLC, dated June 17, 2011
Exhibit 16.2 Letter from Child Van Wagoner & Bradshaw, PLLC, dated June 17, 2011
Exhibit 16.3 Letter from Child Van Wagoner & Bradshaw, PLLC, dated June 23, 2011
Exhibit 99.1 Transcript of the special conference call of Yuhe International, Inc.,
dated June 17, 2011
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
Yuhe International, Inc.
Date: June 23, 2011 By: /s/ Gang Hu
Gang Hu
Chief Financial Officer
