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): March ~~December 8~~23, ~~2010~~2011

Commission File Number: 333-150388

Rongfu Aquaculture, Inc.

(Exact name of registrant as specified in its charter)

Nevada		98-0655634
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

Dongdu Room 321, No. 475 Huanshidong Road, Guangzhou City, PRC 510075
(Address of principal executive offices)
011-86-20-8762-1778
(Registrant’s telephone number, including area code)
N/A

(Former name or former address if changed since the 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:

o	Written communication 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	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 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~~ITEM 4.0201 ~~Non-Reliance~~CHANGES onIN ~~Previously~~REGISTRANT’S ~~Issued Financial~~CERTIFYING ~~Statements or a Related Audit Report or Completed Interim Review.~~ACCOUNTANT

On ~~December~~March 823, ~~2010~~2011, the Board of Directors of Rongfu Aquaculture, Inc. (the “Company”) ~~was~~approved ~~notified~~the bytermination of Aquavella, Chiarelli, Shuster, Berkower & Co., LLP (“ACSB”), the Company’s independent auditors, that disclosure should be made by the Company that the Company’s financial statements for its fiscal years ended December 31, 2009 and December 31, 2008, which were included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2010 as ~~well as~~ the Company’s ~~Registration~~independent ~~Statement~~certified onpublic ~~Form S-1 and~~accounting ~~Pre-Effective Amendments Nos~~firm. 1 and 2 thereto filed with the SEC on May 12, 2010, August 13, 2010 and October 6, 2010, respectively, and previously issued interim unaudited financial statements which were included in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2010 and June 30, 2010 should no longer be relied upon due to the following reasons:

1.Concurrent ~~The~~with ~~number~~this ofaction, ~~shares~~our Board of ~~the Company’s~~Directors ~~Common~~appointed ~~Stock~~Sherb ~~outstanding~~& ~~as of December 31~~Co., ~~2008 and~~LLP ~~December~~(“Sherb”) ~~31,~~as ~~2009~~our ~~and~~new ~~the~~independent ~~weighted~~certified ~~average~~public ~~common~~accounting ~~shares outstanding~~firm. ~~for~~Sherb ~~the~~is ~~years ended~~located ~~December~~at ~~31,~~805 ~~2009~~Third ~~and December 31~~Avenue, ~~2008~~New ~~and for the quarters ended March 31~~York, ~~2009, June~~New ~~30,~~York ~~2009,~~10022 ~~March 31, 2010~~ and ~~June~~has ~~30, 2010 were~~offices ~~overstated~~ in ~~such~~Beijing ~~financial statements~~ and ~~earnings per share for the fiscal years ended December 31~~Shanghai, ~~2009 and December 31, 2008 and for the quarters ended March 31, 2009, June 30, 2009, March 31, 2010 and June 30, 2010 were understated in such financial statements~~China.

2On March 29, 2010, the Company acquired 100% of the common stock of Rongfu Aquaculture, Inc., ~~The~~a ~~value~~Delaware ~~attributed~~corporation (“Rongfu Delaware”), pursuant to ~~shares~~a ofShare Exchange Agreement in a reverse merger transaction previously reported in the Company’s ~~Common~~Current ~~Stock~~Report ~~which~~on ~~were~~Form ~~issued for~~8-K ~~prior~~filed ~~services~~ on March 2931, 2010. Rongfu ~~should have~~Delaware ~~been~~is ~~expensed~~considered inthe predecessor of the Company’s ~~income~~and the historical financial statements of Rongfu Delaware are considered those of the Company. ACSB issued an audit report on the consolidated financial statements of Rongfu Delaware as of and for the ~~quarter~~ years ended ~~March~~December 31, ~~2010~~2009, and ~~for~~2008 ~~the~~which ~~six~~did ~~months~~not ~~ended~~contain ~~June~~an 30adverse opinion or a disclaimer of opinion, ~~2010~~and was not qualified or modified as to uncertainty, audit scope or accounting principles.

3.During $7the years ended December 31,~~700~~ 2009 and 2008,~~000~~ ofthe ~~Preferred~~interim ~~Stock included~~period ~~under~~ended ~~Stockholders~~September 30, 2010, and through the date of discontinuance of ACSB’s ~~Equity~~engagement onas the Company’s ~~balance~~independent ~~sheets~~accountant, asthere were no disagreements with ACSB on any matter of ~~March~~accounting 31principles or practices, ~~2010 and~~financial ~~June~~statement 30disclosure, ~~2010~~auditing ~~should~~scope beor ~~reclassified~~procedure, aswhich ~~Temporary Equity~~disagreements, if not resolved to the satisfaction of ACSB, would have caused it to make reference to the subject matter of the disagreement in its reports on our financial statements for such periods.

OnThe ~~December 10, 2010 held a telephonic meeting of the Board of Directors of the~~ Company ~~attended~~has byprovided ~~the Company’s two directors, the Company’s Chief Financial Officer and a representative of~~ ACSB. ~~Based upon discussions~~ with ~~such~~a ~~representative~~copy of ~~ACSB and~~this ~~the~~Form ~~Chief~~8-K ~~Financial~~prior ~~Officer~~to ofits ~~the~~filing ~~Company, the~~with ~~Board of Directors concluded that that~~ the ~~Company’s~~ ~~financial~~Securities ~~statements~~and ~~for~~Exchange ~~its~~Commission ~~fiscal~~(“SEC”) ~~years ended December 31, 2009~~ and ~~December~~requested ~~31,~~it ~~2008,~~to ~~which~~furnish ~~were~~a ~~included~~letter inaddressed ~~the Company’s~~to ~~Current Report on Form 8-K filed with~~ the SEC onstating ~~May~~whether ~~13,~~it ~~2010~~agrees aswith ~~well as~~ the ~~Company’s~~ ~~Registration~~statements ~~Statement~~made onabove. ~~Form S-1 and~~Attached ~~Pre-Effective~~as ~~Amendments~~Exhibit ~~Nos~~16. 1 ~~and 2~~is ~~thereto~~a ~~filed~~copy ~~with~~of ~~the SEC on May 12, 2010, August 13, 2010 and October 6, 2010, respectively, and previously issued interim unaudited financial statements which were included in the Company~~ACSB’s ~~Quarterly~~letter ~~Reports~~to ~~on Form 10-Q for~~ the ~~periods~~SEC, ~~ended~~dated March 3124, ~~2010~~ ~~and June 30, 2010 should no longer be relied upon~~2011.

~~The~~During ~~Board~~the ofperiod ~~Directors~~the ~~further directed~~Company engaged ACSB, neither the Company’ nor anyone on the Company's ~~Chief~~behalf ~~Financial~~consulted ~~Officer~~with Sherb regarding either (i) the application of accounting principles to ~~prepare~~ ~~restated~~a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements ~~for~~or ~~the~~(ii) ~~foregoing~~any ~~periods~~matter ~~and~~that ~~file~~was ~~amendments~~either tothe ~~such~~subject ~~filings~~of asa ~~soon~~disagreement ~~as practicable~~or a reportable event.

~~Item~~The ~~9.01 Financial Statements~~Company ~~and~~has ~~Exhibits~~authorized ACSB to respond fully to all inquiries of ACSB.

~~7.1 Letter,~~ITEM ~~dated December 14, 2010, from Aquavella, Chiarelli, Shuster, Berkower & Co~~9.,01 FINANCIAL ~~LLP~~STATEMENTS toAND ~~the SEC.~~EXHIBITS

(d) Exhibits

EXHIBIT INDEX


Exhibit Number		Description
16.1		Letter from ACSB to the SEC dated March 24, 2011

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RONGFU AQUACULTURE, INC.
Date: December 14, 2010
Date: March 25, 2011
	/s/ Kelvin Chan
	President

Filing Compare · Rongfu Aquaculture, Inc.