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): June 20, 2006
China Agro Sciences Corp.
(Exact name of registrant as specified in its charter)
Florida O-49687 33-0961490
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 Wall Street - 15th Floor
New York, NY 10005
(Address of principal executive offices) (zip code)
(212) 232-0120
(Registrant's telephone number, including area code)
(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))
Item 4.01 Changes in Registrant's Certifying Accountant
On March 17, 2006, China Agro Sciences Corp., a Florida corporation,
formerly known as M-GAB Development Corporation (hereinafter "China Agro" or the
"Company") entered into an Agreement and Plan of Merger (the "Agreement") with
Dalian Holding Corp., a Florida corporation ("DHC"). This transaction closed on
May 1, 2006, at which time, in accordance with the Agreement, DHC merged with
DaLian Acquisition Corp, a Florida corporation that was China Agro's
wholly-owned subsidiary ("DaLian"). As a result of the merger, DaLian merged
into DHC, with DHC remaining as the surviving entity and China Agro's previous
wholly-owned subsidiary, DaLian, ceased to exist.
As a result of this transaction, on June 21, 2006, Ramirez International,
the independent accountant previously engaged since the Company's inception as
the principal accountant to audit the financial statements of China Agro, was
formally dismissed as auditors for the Company. The decision to dismiss Ramirez
International was made on or about June 20, 2006, and approved by the Board of
Directors after it was determined, that because after the merger China Agro's
operations consist of the operations of DHC, it would be most appropriate for
China Agro to have auditors familiar with DHC's operations to serve in that
capacity for the Company.
In conjunction with Ramirez International's dismissal, effective as of
June 20, 2006, the Company engaged Paritz & Company, P.A., who is familiar with
the historical financial statements of DHC and its subsidiaries, as the
principal accountant to audit the financial statements of the Company.
The audit report of Ramirez International on the Company's financial
statements as of December 31, 2005 and 2004, 2003 and 2002 and the period from
inception (March 27, 2001) to December 31, 2001 (the "Audit Period") did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to audit scope or accounting principles, except the reports were
modified to include an explanatory paragraph wherein they expressed substantial
doubt about the Company's ability to continue as a going concern. During the
Audit Period, and during the period up to the dismissal of Ramirez International
and through the appointment of Paritz & Company, P.A., as the Company's new
independent accountants, there were no disagreements with Ramirez International
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 the former accountants, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.
China Agro has provided a copy of this disclosure to Ramirez
International, and requested that they furnish them with a letter addressed to
the Securities and Exchange Commission stating whether they agree with the
statements made by the Company and, if not, stating the respects in which they
do not agree. A copy of the former accountants' response is included as an
exhibit to this report.
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EXHIBITS
16.1 Letter dated June 21, 2006, Ramirez International regarding their
concurrence with the statements made by the Registrant in this
Current Report.
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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: June 21, 2006 China Agro Sciences Corp.,
a Florida corporation
/s/ Zhengquan Wang
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By: Zhengquan Wang
Its: Chief Executive Officer
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