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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 1, 2003
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Minghua Group International Holdings Limited
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(Exact name of registrant as specified in its chapter)
New York 0-30183 134025362
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
54 Pine Street, Suite 3, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-809-8009
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Livingston, Wachtell & Co., LLP, the independent accountants that were
previously engaged as the principal accountant to audit the registrant's
financial statements, declined to perform the audit for the fiscal year
ended December 31, 2002, because of the inability and unwillingness to
perform auditing work in Hong Kong and China during the continuing health
hazard there from severe acute respiratory syndrome (SARS). KND & Co., CPA
Limited has been engaged by the board of directors to audit the registrant's
financial statements for the last fiscal year.
The former principal accountants' report on the financial statements for the
fiscal year ended December 31, 2000 did not contain an adverse opinion or a
disclaimer of opinion and was not modified as to uncertainty, audit scope or
accounting principles. The former principal accountants' report of the
financial statements for the fiscal year ended December 31, 2001 did contain
a "going concern" comment in respect of the registrant's recurring losses
from operations and net capital deficiency, did not contain a disclaimer of
opinion and was not modified as to uncertainty, audit scope or accounting
principles.
There were no disagreements with the former principal accountant on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure. The registrant has authorized the former
principal accountant to respond fully to any inquiries of a successor
principal accountant. The registrant did not consult with any successor
principal accountant regarding any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure
prior to any proposed engagement.
The registrant has provided the proposed successor principal accountant with
a copy of the disclosure made in response to Item 304 of Regulation S-K,
included herein, with the request that the proposed successor furnish to the
registrant a letter addressed to the Securities and Exchange Commission
(SEC) containing any new information, clarification of the registrant's
expression of its views, or the respects in which it does not agree with the
statements made by the registrant.
The registrant has provided the former principal accountant with a copy of
the disclosures made in response to Item 304 of Regulation S-K, included
herein, with the request that the former principal accountant furnish the
registrant, within 10 days, with a letter addressed to the SEC stating
whether it agrees with the statements made by the registrant and, if not,
stating the respects in
which it does not agree.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit 1 Letter from Livingston, Wachtell & Co., LLP dated April 15,
2003
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.
MINGHUA GROUP INTERNATIONAL
HOLDINGS LIMITED
Date: April 15, 2003 By_____________________
Name: Albert Wong
Position:Director, Chief
Executive Officer