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) : December ___, 2005
Commission File No. 33-3276-D
CHINA CONTINENTAL, INC.
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(Exact name of registrant as specified in its charter)
Utah 87-0431063
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2407 China Resources Building, 26 Harbour Road Wanchai, Hong Kong
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(Address of principal executive offices)
(852) 2802-8988
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(Issuer telephone number)
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. (see General Instruction A.2. below).
* 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) uner the Exchange
Act (17 CFR 240.14d-2(b)).
Item 4. Changes in Registrant's Certifying Accountant
(a) On December 19, 2005, Thomas Leger & Co. (the "Leger") informed China
Continental, Inc. ("China") that they were resigning as the Company's
independent accountants.
Leger's audit report on the financial statements for the year ended
December 31, 2002 contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Company's two most recent fiscal years and any subsequent
interim period preceding the dismissal of Leger, there were no disagreements
with Leger on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s) if
not resolved to the satisfaction of Leger, would have caused Leger to make
reference to the subject matter of the disagreement(s) in connection with its
report.
During the Company's two most recent fiscal years and any subsequent
interim period preceding the dismissal of Leger, there have been no reportable
events of the type required to be disclosed by Item 304(a)(1)(v) of Regulation
S-K.
The Company has provided Leger with a copy of the disclosures it is making
in response to Item 304(a) of Regulation S-K. The Company has requested that
Leger review the disclosure and furnish the Company with a letter addressed to
the Commission stating whether it agrees with the statements made by the Company
in response to Item 304(a) of Regulation S-K and, if not, stating the respects
in which it does not agree. Such letter is attached hereto as an exhibit to this
Report.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1 Letter re: Resignation of Certifying Accountants
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
CHINA CONTINENTAL, INC.
December 28, 2005 /s/ Jia Ji Shang
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Jia Ji Shang
Chairman
Thomas Leger & Co., L.L.P.
1235 North Loop West, Suite 907
Houston, Texas 77008
December 27, 2005
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
To Whom It May Concern:
We have read Item 4(a) of Form 8-K dated December 27, 2005, of China
Continental, Inc. and are in agreement with the statements contained therein. We
have no basis to agree or disagree with other statements of the registrant
contained in the Form 8-K.
Very truly yours,
/s/ Thomas Leger & Co., L.L.P.
Thomas Leger & Co., L.L.P.