U.S. 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: July 25, 2007
XINHUA CHINA LTD.
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(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA
_____________________________________________________
(State or other Jurisdiction as Specified in Charter)
000-33193 88-0437644
________________________ ____________________________________
(Commission file number) (I.R.S. Employer Identification No.)
A-11 Chaowai Men Property Trade
Center Office Building
No. 26 Chaoyanmen Wai Street
Chaoyang District, Beijing
People's Republic of China
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(Address of Principal Executive Offices)
86-10-85656588
___________________________
(Issuer's telephone number)
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:
[ ] 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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective on July 25, 2007, the board of directors of Xinhua China Ltd., a
Nevada corporation (the "Company"), accepted the resignation of Zhong Yi (Hong
Kong) CPA, Company Limited (Zhong Yi CPA"), as the Company's principal
independent registered public accounting firm. On the same date, the board of
directors of the Company appointed Samuel H. Wong & Co., LLP, as the Company's
principal independent registered public accounting firm.
The report of Zhong Yi CPA on the Company's financial statements for fiscal year
ended June 30, 2006 did not contain an adverse opinion or disclaimer of opinion,
nor was it modified as to uncertainty, audit scope or accounting principles,
other than to state that there is substantial doubt as to the ability of the
Company to continue as a going concern. During the Company's fiscal year ended
June 30, 2006, and during the subsequent period through to the date of Zhong Yi
CPA's resignation, there were no disagreements between the Company and Zhong Yi
CPA, 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 satisfaction of Zhong Yi CPA, would have caused
Zhong Yi CPA to make reference thereto in their reports on the Company's audited
consolidated financial statements.
The Company has provided Zhong Yi CPA with a copy of this Current Report on Form
8-K and has requested that Zhong Yi CPA furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not Zhong
Yi CPA agrees with the statements made in this Current Report on Form 8-K with
respect to Zhong Yi CPA and, if not, stating the aspects with which they do not
agree. The Company has received the requested letter from Zhong Yi CPA wherein
they have confirmed their agreement to the Company's disclosures in this Current
Report with respect to Zhong Yi CPA. A copy of Zhong Yi CPA's letter has been
filed as an exhibit to this Current Report.
In connection with the Company's appointment of Samuel H. Wong & Co., LLP, as
the Company's principal registered accounting firm at this time, the Company has
not consulted with Samuel H. Wong & Co., LLP, on any matter relating to the
application of accounting principles to a specific transaction, either completed
or contemplated, or the type of audit opinion that might be rendered on the
Company's financial statements.
The address and telephone number of the Company's newly appointed principal
registered accounting firm is: Samuel H. Wong & Co., LLP, 400 Oyster Point
Boulevard, Suite 122, South San Francisco, California 94080, telephone
415.732.1288, fax 415. 397.9028 and email SWONGCPA@AOL.COM.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits
16.1 Letter of Zhong Yi (Hong Kong) C.P.A., Company Limited.
SIGNATURES
In accordance with 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.
XINHUA CHINA LTD.
Date: August 8, 2007 By: /s/ XIANPING WANG
_________________
Xianping Wang
President/CEO