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): January 11, 2005
(January 10, 2005)
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
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(Exact name of registrant as specified in its charter)
New York 0-30183 13-4025362
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
8/F East Area
Century Golden Resources Business Center
69 Banjing Road
Haidian District
Beijing, People's Republic of China
100089
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Address of Principal Executive Offices
Zip Code
+86-10-884-52568
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Registrant's Telephone Number, Including Area Code
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 A.2. 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 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective as of January 10, 2005, Minghua Group International Holdings
Limited (the "Company") formally engaged Child, Sullivan & Company as its
principal independent auditor to audit the financial statements of the Company
for the year ending December 31, 2004 and simultaneously the Company dismissed
Livingston, Wachtell & Co., LLP (the "Former Auditor").
The report of the Former Auditor for the fiscal year ended December 31,
2003 contained no adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles. However,
the former principal accountants' report of the financial statements for the
fiscal year ended December 31, 2003 did contain a going concern comment in
respect of the Company's recurring losses from operations and net capital
deficiency. The Former Auditor did not act as the Company's independent auditor
for the fiscal year ended December 31, 2002.
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.
Child, Sullivan & Company 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 January 10, 2005, is
filed as Exhibit 16.1 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS 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: January 11, 2005
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
By: /s/ Chang-de Li
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Chang-de Li
Interim Chief Executive Officer