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): September 22, 2004
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GSL HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
British Virgin Islands 0-25167 35-2177956
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
333 South Alameda Street, Suite 324, Los Angeles, California 90013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 625-2588
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(Former name or former address, if changed since last report)
ITEM 4.01 Changes in Registrant's Certifying Accountant.
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On September 22, 2004, Deloitte Touche Tohmatsu resigned as auditors to
GSL Holdings, Inc. ("Company"). On September 23, 2004 ,the Audit Committee of
the Board of Directors of the Company approved the selection of Kenny H. Lee CPA
Group, Inc. as new auditors of the Company.
Deloitte Touche Tohmatsu was appointed as the Company's independent
public accountants on June 17, 2004 and never issued a report on the financial
statements of the Company. Prior to resigning, Deloitte Touche Tohmatsu advised
the Company that the internal controls necessary for the Company to develop
reliable financial statements do not exist and that information had come to the
attention of Deloitte Touche Tohmatsu that, if investigated further, might
materially impact the fairness or reliability of the report on the Company's
consolidated financial statements for the fiscal year ended December 31, 2003
issued by the predecessor to Deloitte Touche Tohmatsu, Kenny H. Lee CPA Group,
Inc.
The subject matter of the advice from Deloitte Touche Tohmatsu were
related to certain account balances, including deferred tax assets and
capitalized prepaid expenses carried on the balance sheet. The capitalized
prepaid expenses represent the amount prepaid by the Company to develop the
Company's trade centers in the People's Republic of China.
Other than as described in the foregoing paragraph, during the period
June 17, 2004 through September 22, 2004, there were no reportable events as
described in Item 304(a)(1)(iv)(B) of Regulation S-B, and there were no
disagreements between the Company and Deloitte Touche Tohmatsu on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Deloitte Touche
Tohmatsu's satisfaction, would have caused them to make reference to the subject
matter of the disagreement in connection with a report issued on the Company's
financial statements. The Company provided Deloitte Touche Tohmatsu with a copy
of the foregoing disclosures. Attached as Exhibit 16 is a copy of Deloitte
Touche Tohmatsu's letter, dated September 22, 2004, stating its agreement with
such statements.
In addition, during the Company's two most recent fiscal years ended
December 31, 2003 and 2002 and the subsequent interim periods, the Company did
not consult with Kenny H. Lee CPA Group, Inc. with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) or (ii) of Regulation S-B.
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SIGNATURE
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.
GSL HOLDINGS, INC.
(Registrant)
Date: September 27, 2004 By: /s/ Luis Chang
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Luis Chang,
President and Chief Executive
Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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16 Letter from Deloitte Touche Tohmatsu dated
September 27, 2004.
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