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
Date of Report (Date of earliest event reported): December 29, 2004
CHINA FINANCE, INC.
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(Exact name of registrant as specified in charter)
UTAH 333-46114 87-0650976
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 PAVONIA AVENUE, SUITE 615, JERSEY CITY, NEW JERSEY 07310
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 216-0880
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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 A2. 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) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On December 29, 2004, China Finance, Inc. (the "Company") dismissed its
principal independent accountant, Weinberg & Company, P.A. ("Weinberg"), which
dismissal became effective immediately. The decision to dismiss Weinberg as the
Company's principal independent accountant was approved by the Company's Board
of Directors. Weinberg was engaged by the Company on July 28, 2004 and was
dismissed as of December 29, 2004 (the "Engagement Period"), and, due to the
fact that the Company's fiscal year end is December 31, did not perform an audit
of the Company's financial statements. In connection with the Company's
acquisition of Value Global International Limited ("Value Global"), Weinberg
performed an audit of the financial statements of Shenzhen Shiji Ruicheng
Guaranty & Investment Co., Ltd. ("Shiji Ruicheng"), which was then a
wholly-owned subsidiary of Value Global and which is now a wholly-owned
subsidiary of the Company.
During the Engagement Period, there were no disagreements between the
Company and Weinberg on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Weinberg's satisfaction, would have caused
Weinberg to make reference to the subject matter of the disagreement in
connection with its report, and there were no disagreements between the Company
and Weinberg on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Weinberg's satisfaction, would have caused Weinberg to make
reference to the subject matter of the disagreement in connection with its
report for Shiji Ruicheng. None of the reportable events described under Item
304(a)(1)(iv) of Regulation S-B occurred within the most recent fiscal year of
the Company ended December 31, 2003.
Weinberg did not perform an audit of the Company's financial statements
and therefore never issued an audit report. The audit report of Weinberg on the
financial statements of Shiji Ruicheng did not contain any adverse opinion or
disclaimer of opinion, and such audit report was not qualified or modified as to
uncertainty, audit scope or accounting principles. The Company has requested
that Weinberg furnish a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company
herein. The Company will file the letter it receives from Weinberg by amendment
to this Current Report on Form 8-K.
The Company has now engaged Rotenberg & Company, LLP ("Rotenberg") as
its principal independent accountants, which engagement became effective as of
December 29, 2004. The decision to engage Rotenberg was approved by the
Company's Board of Directors. During the two most recent fiscal years of the
Company ended December 31, 2003 and 2002, and through the date of the engagement
of Rotenberg on December 29, 2004, the Company did not consult with Rotenberg
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.
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.
CHINA FINANCE, INC.
By: /s/ Charles Wang
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Charles Wang
Chief Financial Officer and Secretary
Dated: December 29, 2004