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)
November 27, 2007
--------------------
CARLATERAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 000-52639 20-4158835
- ---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Science Park, Xushui Town
Boading City, Hebei Province
People's Republic of China 072550
------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
(86) 312-8605508
----------------------------------------------------
(Registrant's telephone number, including area code)
112 North Currie Street, Carson City, NV 89703
----------------------------------------------
(Former Address, if Changed Since Last Report)
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.
On November 27, 2007, Carlateral, Inc. (the "Company") (i) appointed the
accounting firm of Davis Accounting Group P.C. ("New Auditor") as its
independent auditor and (ii) dismissed the accounting firm of Moore & Associates
Chartered ("Former Auditor"), which firm had previously served as the Company's
independent auditor.
The board of directors' decision to engage the New Auditor was primarily
based upon its newly acquired international operations. As reported by the
Company in its Current Report on Form 8-K previously filed with the Securities
and Exchange Commission on November 2, 2007, the Company recently acquired by
merger a subsidiary having business operations in China.
The reports of the Former Auditor on the Company's financial statements
for the fiscal years ended February 28, 2007 and 2006 did not contain an adverse
opinion, a disclaimer of opinion or any qualifications or modifications related
to uncertainty, limitation of audit scope or application of accounting
principles, except that reports of the Former Auditor on the Company's financial
statements for the fiscal years ended February 28, 2007 and 2006 were modified
with respect to substantial doubt regarding the ability of the Company to
continue as a going concern.. During the fiscal years ended February 28, 2007
and 2006 and the period from March 1, 2007 to November 27, 2007, the Company did
not have any disagreements (within the meaning of Instruction 4 of Item 304 of
Regulation S-B) with the Former Auditor as to any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure and there have been no reportable events (as defined in Item 304 of
Regulation S-B).
The Company has not consulted with the New Auditor regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or any of the matters or events set forth in Items
304(a)(2)(i) and (ii) of Regulation S-B, or the type of audit opinion that might
be rendered on the Company's financial statements during the two most recent
fiscal years through November 27, 2007.
The dismissal of the Former Auditor and appointment of the New Auditor as
the Company's independent auditor was approved by the Board of Directors of the
Company on November 27, 2007.
A letter of the Former Auditor addressed to the Securities and Exchange
Commission is included as Exhibit 16.1 to this report on Form 8-K. Such letter
states that such firm agrees with the statements made by the Company in this
Item 4.01 as they refer to such firm.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit
- -------------- ----------------------------------------------------------------
16.1 Letter of Moore & Associates Chartered to the Securities and
Exchange Commission pursuant to the requirements of Item
304(a)(3) of Regulation S-B
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 30, 2007 CARLATERAL, INC.
By: /s/ Zhenyong Liu
------------------------------
Name: Zhenyong Liu
Title: Chief Executive Officer
2