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
August 4,
2010
Date of
Report
CHINA
INSONLINE CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34113
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74-2559866
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Room
42, 4F, New Henry House, 10 Ice House Street, Central, Hong Kong
(Address
of Principal Executive Offices)
N/A
(Zip
Code)
(011)
00852-25232986
Registrant's
telephone number, including area code
N/A
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
4.01.
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Changes
in Registrant’s Certifying
Accountant.
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(a)
Dismissal of Weinberg &
Company, P.A
. On August 4, 2010 (the “Dismissal Date”), China INSOnline
Corp. (the “Registrant”) notified Weinberg & Company, P.A. (“Weinberg”) that
the Registrant was dismissing Weinberg as its independent registered public
accounting firm, effective immediately. The Registrant’s Board of Directors
approved the dismissal of Weinberg as the Registrant’s independent registered
public accounting firm.
Weinberg’s
reports on the Registrant’s financial statements for the fiscal years ended June
30, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion,
nor were such reports qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the fiscal years ended June 30, 2009 and 2008, and during the subsequent interim
period through the Dismissal Date, there were no disagreements between the
Registrant and Weinberg 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 Weinberg, would have
caused Weinberg to make reference to the subject matter of the disagreements in
connection with its reports on the Registrant’s financial statements for such
periods.
During
the fiscal years ended June 30, 2009 and 2008, and during the subsequent interim
period through the Dismissal Date, there was one “reportable event,” as defined
in Regulation S-K Item 304(a)(1)(v). In performing the audit of the Registrant's
consolidated financial statements for the fiscal year ended June 30, 2009,
Weinberg advised the Registrant’s management and the Board of Directors that it
had identified the following material weakness: there was a lack of sufficient
accounting staff which resulted in a lack of effective controls necessary for a
good system of internal control for financial reporting and there was a weakness
in the internal controls relating to the financial statement closing process
which resulted primarily from the fact that certain parts of the work of the
Registrant’s accounting staff may not be monitored or reviewed correctly. The
material weakness described above continued to exist as of the quarter ended
September 30, 2009, December 31, 2009 and March 31, 2010, as reported in the
Registrant's Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on November 13, 2009, February 16, 2010 and May 27, 2010.
For a further discussion of the foregoing material weakness please refer to Item
9A(T) of the Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2009, filed with the Securities and Exchange Commission on October 13,
2009.
The
Registrant has authorized Weinberg to respond fully to the inquires of the
Registrant's newly appointed independent registered public accounting firm
concerning the subject matter of the material weakness described in this Form
8-K. Other than as disclosed in this Form 8-K, there did not exist any
"reportable events" as that term is defined in Item 304(a)(1)(v) during the
fiscal years ended June 30, 2009 and 2008, and the interim period through the
Dismissal Date.
The
Registrant has provided Weinberg with a copy of the above disclosures and
requested that Weinberg furnish the Registrant with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the foregoing
statements and, if not, stating the respects in which it does not agree. A copy
of the letter from Weinberg is filed herewith as Exhibit 16.1.
(b)
Engagement of Friedman
LLP
. On August 5, 2010, the Registrant engaged Friedman LLP (“Friedman”)
to serve as the Registrant’s independent registered public accounting firm to
audit the Registrant’s consolidated financial statements for the Registrant’s
fiscal year ended June 30, 2010 and to issue a report on the Registrant’s
financial statements for such fiscal year. The decision to engage
Friedman was approved by the Registrant’s Board of Directors. During
the past two fiscal years, and during the subsequent interim period through the
Dismissal Date, the Registrant did not consult Friedman with respect to any of
the matters or events listed in Regulation S-K Item 304(a)(2).
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
from Weinberg & Company, P.A., dated August 9,
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.
Dated:
August 10, 2010
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CHINA
INSONLINE CORP.
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By:
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/s/:
Junjun Xu
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Name:
Junjun Xu
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Title:
Chief Executive Officer
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