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 26, 2003
China Cable and Communication, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 2-98997-NY 11-2717273
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 805, One Pacific Place, 88 Queensway, Hong Kong
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (852) 2891-3130
Item 4. Changes in Registrant's Certifying Accountant.
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On September 26, 2003, China Cable and Communication, Inc. (the "Company")
dismissed Thomas Leger & Co. L.L.P. ("TLC") as the Company's independent
accountants and engaged Grobstein, Horwath & Company LLP ("Grobstein") as the
Company's new independent accountants. The dismissal of TLC and the engagement
of Grobstein were approved by the Company's Board of Directors.
TLC served as the independent accountant for the Company for the period
beginning May 10, 2003 through September 26, 2003. During its engagement, TLC
did not conduct an audit of the financial statements of the Company and,
therefore, TLC issued no reports relating to the Company which contained an
adverse opinion, disclaimer of opinion or qualification or modification as to
uncertainty, audit scope or accounting principles. Pursuant to a Share Exchange
Agreement dated November 1, 2002, as amended on February 21, 2003, the Company
acquired all of the issued and outstanding equity interests of Solar Touch
Limited ("Solar Touch"), a British Virgin Islands corporation, which owns 49% of
the issued and outstanding shares of capital stock of Baoding Pascali
Broadcasting Cable Television Integrated Information Networking, Co., Ltd. (the
"Joint Venture"). The Joint Venture is a Sino-foreign joint venture established
in the People's Republic of China between Solar Touch and Baoding Pascali
Multimedia Transmission Networking Co., Ltd. Solar Touch accounts for its
investment in the Joint Venture by the equity method of accounting and has no
income and expense except for the share of equity in earnings of the Joint
Venture. TLC conducted an audit of the Solar Touch balance sheets and related
statements of operations, changes in stockholders' equity and cash flows for the
years ended December 31, 2002 and 2001. In its independent auditors' report
regarding the financial statements of Solar Touch, TLC noted that it did not
conduct an audit of the financial statements of the Joint Venture, which were
audited by other auditors, and that TLC's opinion, insofar as it related to the
amounts included for the Joint Venture, was based solely on the report of the
other auditors. Further, in its independent auditors' report regarding the
financial statements of Solar Touch, TLC noted that the Joint Venture's auditors
described, in their reports and financial statements of the Joint Venture, a
significant working capital deficit as of December 31, 2002 and 2001; however,
the Joint Venture's auditors' report did not qualify the Joint Venture financial
statements in this respect and did not state there was a substantial doubt for
the Joint Venture to continue as a going concern.
During the period from May 10, 2003 to September 26, 2003, there were no
disagreements between the Company and TLC on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of TLC, would have
caused TLC to make reference to the subject matter of the disagreements in
connection with its report on the Company's financial statements.
The Company has not, during its two most recent fiscal years and any
subsequent interim periods prior to engaging Grobstein, consulted with Grobstein
regarding:
(i) The application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither written
nor oral advice was provided by Grobstein which was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or
(ii) Any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-B promulgated under
the Securities Exchange Act of 1934, as amended, or an event otherwise
required to be reported pursuant to Item 304(a)(1)(iv).
The Company has provided TLC with a copy of the disclosures contained
herein, and TLC has issued a letter addressed to the Securities and Exchange
Commission stating whether TLC agrees with the statements contained in this Form
8-K. A copy of TLC's letter is attached as an exhibit to this Form 8-K as
Exhibit 16.1.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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16.1 Letter from Thomas Leger & Co. LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHINA CABLE AND COMMUNICATION, INC.
By: /s/ Yau-Sing Tang
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Yau-Sing Tang, Chairman and CFO