UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 23, 2004 (March 8, 2004)
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Date of Report (Date of earliest event reported)
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
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(Exact Name of Registrant as Specified in Charter)
New York
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(State or other jurisdiction of incorporation)
000-30183 13-4025362
(Commission File Number) (IRS Employer Identification No.)
Guangdong Bian Fang Building
10th Floor
Fujing Road
Futian District, Shenzhen 518033
People's Republic of China
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(address of principal executive offices)
+86-13-902-919-295
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(Registrant's telephone number, including area code)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective as of March 8, 2004, Minghua Group International Holdings
Limited (the "Company") formally engaged Livingston, Wachtell & Co., LLP as its
principal independent auditor to audit the financial statements of the Company
for the year ending December 31, 2003 and simultaneously the Company dismissed
KND & CO. CPA Limited (the "Former Auditor").
The report of the Former Auditor for the fiscal year ended December 31,
2002 contained no adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles. The Former
Auditor did not act as the Company's independent auditor for the fiscal year
ended December 31, 2001.
The decision to change accountants was recommended, authorized and
approved by the board of directors of the Company.
There were no disagreements with the Former Auditors, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the Former Auditor's satisfaction, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.
Livingston, Wachtell & Co., LLP did not advise the Company with respect to
any of the matters described in paragraphs (a)(2)(i) or (ii) of Item 304 of
Regulation S-B.
The Company has requested the Former Auditor to furnish it a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of that letter, dated March 18, 2004, is filed
as Exhibit 16.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
C. Exhibits.
16.1 Letter re change in certifying accountant
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.
Date: March 23, 2004
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
By: /s/ Albert Wong
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Albert Wong
Chief Executive Officer