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
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Date of Report (Date of earliest event reported):
November 18, 2005 (November 15, 2005)
YIFAN COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23672 06-1607651
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
100 William Street, Suite 2000, New York, New York 10038
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (718) 417-1668
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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1) Previous Independent Auditor:
(i) Want & Ender CPA, P.C. ("Want & Ender"), the independent public
auditor of Yifan Communications, Inc. ("Yifan" or the "Company"), declined
to stand for re-election as the independent auditors following the filing
of the Form 10-KSB of the Company for the fiscal year ended December 31,
2002, which such filing was made on May 13, 2003. Want & Ender chose not
to register with the Public Company Accounting Oversight Board (PCAOB) and
consequently is no longer eligible to practice before the Securities and
Exchange Commission.
(ii) Want & Ender's reports on the financial statements for the
Company's fiscal years ended December 31, 2002 and 2001 did not contain an
adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principles.
(iii) The Company's Board of Directors participated in and approved
the decision to change independent auditors.
(iv) In connection with Want & Ender's audits for the fiscal years
ended December 31, 2002 and 2001, there have been no disagreements with
Yifan on any matter of accounting principle or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if any, not resolved to the satisfaction of Yifan, would
have caused it to make a reference to the subject matter of the
disagreement(s) in connection with its financial statements for such
years.
(v) The Company requested that Want & Ender furnish the Company with
a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter is filed as an Exhibit to this
Form 8-K.
(a)(2) New Independent Auditor:
(i) The Company engaged Friedman LLP, New York, New York, as its new
independent auditor as of November 15, 2005. Prior to such date, the
Company did not consult with Friedman LLP regarding (i) the application of
accounting principles, (ii) the type of audit opinion that might be
rendered by Friedman LLP or (iii) any other matter that was the subject of
disagreement between the Company and its former auditor as described in
Item 304(a)(1)(iv) of Regulation S-B.
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ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
99.1 Letter from Want & Ender CPA, P.C.
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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 thereunto duly authorized.
Date: November 18, 2005
YIFAN COMMUNICATIONS, INC.
(Registrant)
By:/s/ Myint J. Kyaw
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Myint J. Kyaw
Chief Executive Officer
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