UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 3, 2007
CHINA WIRELESS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-49388 91-1966948
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1746 COLE BOULEVARD, SUITE 225, GOLDEN, COLORADO 80401-3208
(Address of principal executive offices) (Zip Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Registrant's telephone number, including area code (303) 277-9968
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 January 3, 2007, Sherb & Co., LLP ("Sherb") was appointed as the registered
independent public accountant for the Registrant for the year ended December 31,
2006. On January 3, 2007 Bongiovanni and Associates ("Bongiovanni"), was
dismissed as the registered independent public accountant for the Registrant.
The decisions to appoint Sherb and dismiss Bongiovanni were approved by the
Board of Directors of the Registrant on December 6, 2006.
During the fiscal years ended December 31, 2005 and 2004 and the subsequent
interim period up through the date of dismissal (January 3, 2007), there were no
disagreements with Bongiovanni on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Bongiovanni, would have
caused Bongiovanni to make reference thereto in its report on the Registrants
financial statements for such years. Further, there were no reportable events as
described in Item 304(a)(1)(iv)(B) of Regulation S-B occurring within the
Registrant's two most recent fiscal years and the subsequent interim period up
through the date of dismissal (January 3, 2007).
The audit report of Bongiovanni for the financial statements of the Registrant
as of December 31, 2005, contained a separate paragraph stating:
"The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in note 2 to the consolidated financial
statements, the Company has suffered losses from operations, has
a stockholders' deficit, has discontinued operations, has a
negative cash flow from operations, and has a negative working
capital that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are described in note 2 to the consolidated
financial statements. The consolidated financial statements
do not include any adjustments that might result from the
outcome of this uncertainty."
The audit report of Bongiovanni for the financial statements of the Registrant
as of December 31, 2004, contained a separate paragraph stating:
"The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in note 2 to the consolidated financial
statements, the Company has suffered losses from operations, has
a stockholders' deficit, has discontinued operations, and has a
negative working capital that raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are described in note 2 to the
consolidated financial statements. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."
During the Registrant's two most recent fiscal years and the subsequent interim
period up through the date of engagement of Sherb (January 3, 2007), neither the
Registrant nor anyone on its behalf consulted Sherb regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the Registrant's financial
statements. Further, Sherb has not provided written or oral advice to the
Registrant that was an important factor
considered by the Registrant in reaching a decision as to any accounting,
auditing or financial reporting issues.
The Registrant provided a copy of the foregoing disclosures to Bongiovanni prior
to the date of the filing of this report and requested that Bongiovanni furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the statements in this Item 4.01. A copy of the
letter furnished in response to that request is filed as Exhibit 16.1 to this
Form 8-K/A.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
16.1 Letter from Bongiovanni and Associates dated January 11, 2007
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 WIRELESS COMMUNICATIONS, INC.
Date: January 11, 2007 By: /s/ PEDRO E. RACELIS III
-----------------------------------------
Pedro E. Racelis III
President, Chairman of the Board,
Chief Executive Officer and Chief
Financial Officer