American Jianye Greentech (PINK:AJGH)

Item 4.01 Changes in Company's Certifying Accountant.

(1) Previous Independent Registered Public Accounting Firm

(2) New Independent Registered Public Accounting Firm

On January 2, 2012, concurrent with the dismissal of Albert Wong, the Company, upon the board of directors’ approval, engaged Li & Company, PC (“Li & Company”) as its new independent registered public accounting firm to audit and review the Company’s financial statements effective immediately. During the two most recent years ended December 31, 2010 and 2009, and any subsequent period through the date hereof prior to the engagement of Li & Company, neither the Company, nor someone on its behalf, has consulted Li & Company regarding:

First Quarter Results:

• Revenue of $18.7 million versus $9.7 million for Q1 2010
• Gross profit of $2.9 million versus $1.5 million for Q1 2010
• Net income of $2.1 million, or $0.07 per share, versus $1.1 million, or $0.03 per share, for Q1 2010

Mr. Haipeng Wang, Chairman and Chief Executive Officer, stated, "We are pleased to report another strong quarter with revenue increasing 94% and net income increasing 96% compared to the same period last year. China's growing demand for alcohol-based fuel and strong support for our technology from the government continue to drive both revenue and profits. As a result, we expect another record year in 2011."

Our working capital at December 31, 2010 totaled $4,442,684. Included in our working capital, however, there was $18,718,399 of prepaid construction costs which will be transferred to plant and equipment upon completion of construction. We have, therefore, relatively small amount of liquid assets.

Our business plan contemplates that we will invest approximately $4 million in the start-up of our full-scale operations. We intend to raise a large portion of the necessary funds by selling equity in our company.

NEW YORK and HARBIN, China, Feb. 3, 2011 (GLOBE NEWSWIRE) -- American Jianye Greentech Holdings, Ltd.today announced that Company has been featured on Rodman TV (http://www.rodm.tv), Rodman & Renshaw's source for online market insights for institutional investors. The online video recording captures the company's most recent investor presentation.

To view the recording of American Jianye's presentation at Rodman TV, please visit /register at: http://www.rodm.tv

Mr. Haipeng Wang, Chairman and Chief Executive Officer, commented, "We are pleased to be able to provide our corporate presentation to institutional investors and interested followers through the Rodman TV website. We are actively engaged in growing and expanding our business and will benefit from making U.S. investors more aware of the strengths of our business model and our attractive competitive position for alcohol-based fuels."

The company also reaffirmed its prior guidance that it anticipates generating revenue of more than $90 million, compared to $9.7 million for 2009, reflecting the commencement of operations in September 2009. The company anticipates 2010 net income of at least $9.0 million, or $0.29 per share, compared to $943,342, or $0.03 per share, in 2009.

Many portals are misrepresenting the "issued and outstanding" share count of American Jianye Greentech.

Verbiage from the company's 8K clarifies things a bit:

"Pursuant to the terms of the Exchange, Gateway Certifications, Inc. acquired JGH in exchange for an aggregate of 3,548,796 newly issued shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issued to JGH Shareholders in accordance with their pro rata ownership of JGH equity.  As a result of the Exchange, JGH became a wholly-owned subsidiary of the Company.  In addition, our principal stockholders agreed to retire their 7,950,000 shares of Common Stock.  The Registrant also issued 3,000,000 shares of Common Stock for services rendered to a finder in connection with the Exchange resulting in an aggregate of 34,400,000 shares of Common Stock issued and outstanding.

...immediately following the Exchange, the Board of Directors of the Registrant approved an amendment to the Registrant’s Articles of Incorporation increasing the number of authorized shares of Common Stock from 50,000,000 to 394,500,000 shares of Common Stock and concurrently affecting a forward stock split on the basis of 7.89 shares for each share of Common Stock (the “Split”)"

From the following passage, 3,400,000 of the 34,400,000 shares are accounted for:

"Approximately 3,400,000 shares of our post-split adjusted restricted shares of common stock are held by non-affiliates who may avail themselves of the public information requirements and sell their shares in accordance with Rule 144."

The final share count is verified by the following calculation based on the initial share count following the Exchange:

(3,548,796 newly issued shares X 7.89) + 3,000,000 for services rendered + 3,400,000 held by non-affiliates = 34,400,000

On November 16, 2009, Gateway Certifications, Inc. acquired Jianye Greentech Holdings Ltd., a privately held corporation in accordance with an Agreement and Plan of Share Exchange. JGH is a holding company whose principal, operating companies develop, manufacture, and distribute alcohol-based automobile fuel products in the Peoples Republic of China. Upon consummation of the Exchange, the Registrant adopted the business plan of JGH.

Heilongjian Jianye has, since its formation, been engaged in developing its products and its refinery and now has a facility capable of producing 300,000 tons of fuel annually, and has developed the core staff needed for full production operations. In the Spring of 2008, Heilongjian Jianye began to ship commercial quantities of fuel to customers, however, the facility continues to operate at only a fraction of its capacity due to a need for working capital to fund the launch of full-scale operations.

The GeoTeam® estimates that that shares outstanding are approximately 8 million shares.