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: March 10, 2005
CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 814-00063 34-201989
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 1601, Buliding A, Jinshan Tower
No. 8, Shan Xi Road Nanjing, Jiangsu, China
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(Address of principal executive offices)
86 (25) 360 8605
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(Registrant's telephone number, including area code)
(former name or former address, if changed since last report)
China Biopharmaceuticals Holdings, Inc.
Form 8-K/A
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective on March 9, 2005, BDO Reanda, Certified Public Accountants ("BDO")
was dismissed as the independent accountant engaged to audit the financial
statements of the Registrant. BDO was engaged by the Registrant on February 8,
2005 to replace Weinberg & Company, P.A. as the Registrant's auditor but as BDO
currently has difficulties to complete the auditing of the Registrant's
financial statements within a period of time that the Registrant expects, the
Registrant's Board of Directors decided to dismiss BDO. No audit committee
exists other than the members of the Board of Directors. During the one month in
which BDO was engaged by the Registrant, there were no disagreements with BDO on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved to BDO's
satisfaction would have caused BDO to make reference to this subject matter of
the disagreements, nor were there any "reportable events" as such term is
defined in Item 304(a)(1)(iv)of Regulation S-K, promulgated under the Securities
Exchange Act of 1934, as amended ("Regulation S-K").
The Registrant has requested BDO to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements made above by the Registrant. A copy of such letter, dated March 9,
2004, is filed as Exhibit 16.1 to this Form 8-K.
(b) Effective on March 9, 2005 the Registrant has engaged Kempisty & Company
Certified Public Accountants, PC ("Kempisty") with address at 15 Maiden Lane
Suite 1003, New York, NY 10038 as the new principal accountant to audit its
financial statements. Kempisty, the Registrant's successor auditor, provides
auditing services for the Registrant which is a United States company according
to the United States generally accepted accounting principles. They are not
providing auditing in China according to China generally accepted accounting
principles. There is no license required in China for Kempisty to provide such
services to the United States parent with a subsidiary having its assets and
operations in China. The Registrant's main assets and operations are primarily
located in Jiangsu Province of China. The decision to engage Kempisty was
approved by the Registrant's Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibit is hereby filed as part of this Current Report on
Form 8-K:
16.1 A copy of a letter from BDO to the Securities and Exchange
Commission dated March 9, 2005.
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.
China Biopharmaceuticals Holdings, Inc.
By: /s/ Peng Mao
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Name: Peng Mao
Title: Chairman and
Chief Executive Officer
Dated: March 10, 2005