UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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
CHINA WIRELESS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-49388 91-1966948
(State or other jurisdiction of (Commission (IRS Employer
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 11, 2005, Moores Rowland Mazars resigned as the independent public
accountants for China Wireless Communications, Inc. The resignation of Moores
Rowland Mazars was approved by the Board of Directors of the Registrant. Moores
Rowland Mazars had audited the registrant's consolidated balance sheet as of
December 31, 2003 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2003 and for
the period from August 13, 2002 (inception) to December 31, 2002 and the amounts
included in the consolidated cumulative period from August 13, 2002 (inception)
through December 31, 2003.
The audit report of Moores Rowland Mazars on the financial statements as of
December 31, 2003 and for the year ended December 31, 2003 and for the period
from August 13, 2002 (inception) to December 31, 2002 did not contain any
adverse opinion or disclaimer of opinion, or was modified as to audit scope,
accounting principles or uncertainty, except for a going concern opinion
expressing substantial doubt about the Company's ability to continue as a going
concern.
During the two most recent fiscal period/year ended December 31, 2003 and the
subsequent interim period through January 11, 2005, there were no disagreements
with Moores Rowland Mazars on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Moores Rowland Mazars, would have caused it to
make reference to the subject matter of the disagreement in connection with its
report. The registrant has requested Moores Rowland Mazars to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated February 28, 2005, is filed as Exhibit
16.1 to this Form 8-K.
There were no other "reportable events" as that term is described in Item
304(a)(1)(iv) of Regulation S-B occurring within the registrant's two most
recent fiscal period/year ended December 31, 2003 and the subsequent interim
period ended January 11, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
16.1 Letter from Moores Rowland Mazars
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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.
CHINA WIRELESS COMMUNICATIONS, INC.
February 28, 2005 By: /s/ PEDRO E. RACELIS, III
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Pedro E. Racelis III
President and Chief Executive Officer
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