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 (Date of earliest event reported): August 9, 2007
(August 1, 2007)
COL China Online International Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
333-39208 52-2224845
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(Commission File Number) (IRS Employer Identification No.)
3176 South Peoria Court, Suite 100
Aurora, Colorado, 80014
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(Address of principal executive offices including zip code)
(303) 695-8530
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(Registrant's telephone number, including area code)
N/A
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(Former address, if changed since last report)
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Resignation of independent registered public accounting firm.
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Effective August 1, 2007, Moores Rowland Mazars (the "Former Auditor") resigned
as the independent auditor of COL China Online International Inc. (the
"Company") in connection with the reorganization of the Former Auditor on June
1, 2007, in which certain of its partners resigned and joined Mazars CPA Limited
and the Former Auditor changed its name to Moores Rowland. The Former Auditor
had been the Company's auditor since November 14, 2001. The Company's Board of
Directors (the "Board") approved the resignation of the Former Auditor on August
1, 2007.
The Former Auditor's audit report on the Company's consolidated financial
statements for each of the past two fiscal years, did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the Former
Auditor's report on the Company's financial statements for each of the fiscal
years ended June 30, 2006 and 2005 included an explanatory paragraph describing
the uncertainty as to the Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and through the subsequent
interim period on or prior to March 31, 2007, (a) there were no disagreements
between the Company and the Former Auditor 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 the
Former Auditor, would have caused the Former Auditor to make reference to the
subject matter of the disagreement in connection with its report; and (b) no
reportable events as set forth in Item 304(a)(1)(iv)(A) through (E) of
Regulation S-B have occurred.
The Company has provided the Former Auditor with a copy of the disclosures in
this Current Report on Form 8-K prior to its filing with the Securities and
Exchange Commission (the "SEC") and has requested that the Former Auditor
furnish it with a letter addressed to the SEC stating whether the Former Auditor
agrees with the above statements and if not, stating the respects in which it
does not agree. A copy of such letter, dated August 2, 2007, is filed as Exhibit
16.1 hereto.
(b) Engagement of new independent registered public accounting firm.
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As key members of the Former Auditor servicing the Company are now with Mazars
CPA Limited, the Board appointed Mazars CPA Limited as the Company's new
independent auditor (the "New Auditor"), effective from August 1, 2007.
During the Company's two most recent fiscal years and subsequent interim period
on or prior to August 1, 2007, the Company has not consulted with the New
Auditor regarding the application of accounting principles to a specified
transaction, either completed or proposed, or any of the matters or events set
forth in Item 304(a)(2) of Regulation S-B.
Item 9 Financials and Exhibits
Exhibit Document
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16.1 Auditor Response Letter from Moores Rowland to the SEC dated
August 2, 2007.
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.
Date: August 9, 2007 COL CHINA ONLINE INTERNATIONAL INC.
By: /s/ Chi Keung Wong
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Chi Keung Wong,
Chief Executive Officer and
Chief Financial Officer
Exhibit Index
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Exhibit Document
16.1 Auditor Response from Moores Rowland to the SEC dated
August 2, 2007.