Attached files
| file | filename |
|---|---|
| EX-16.1 - China Ding Cheng Science Holdings Co., LTD. | v183953_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest Event Reported): May 7, 2010 (April 30,
2010)
China
Transportation International Holdings Group Limited
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53658
|
26-4694804
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
c/o Yiyang Xiangyun Group
Co., Ltd.
No.
823 Taohualun West Road
Yiyang
City, Hunan Province, China 413000
|
|
(Address
of principal executive offices)
|
Registrant’s
telephone number, including area code: +86(737)-421-3711
|
N/A
|
|
(Former
name or 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 to the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
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) On
April 30, 2010, upon the approval of the board of directors of the China
Transportation International Holdings Group Limited, formerly known as China
Ding Cheng Science Holdings Co., Ltd. (the “Company”), the Company dismissed
Messrs. Lake & Associates CPA’s LLC as the Company’s independent registered
public accountant.
On April 1, 2010, the Company
consummated a share exchange with Eminent Promise Limited, a corporation
incorporated under the laws of the British Virgin Islands (“Eminent Promise”)
and the shareholders of Eminent Promise (the “Shareholders”), thereby causing
Eminent Promise and its wholly-owned subsidiaries, Tone Express (HK) Limited
(“Tone Express”), a corporation incorporated under the laws of Hong Kong Special
Administrative Region of PRC, and Yiyang Tone Express (HK) Limited (“Yiyang Tone
Express”), a corporation incorporated under the laws of the Peoples Republic of
China (“PRC”) to become wholly-owned subsidiaries of the Company, and Yiyang
Xiangyun Group Company Limited (“Yiyang Group”), a corporation organized under
the PRC laws to become a variable interest entity of the Company (the “Share
Exchange”). UHY Vocation HK CPA Limited (“UHY HK”) had been the independent
auditors of Yiyang Group, prior to the Share Exchange, and (as disclosed below)
will now be the independent auditors of the Company.
During
the fiscal years ended December 31, 2009 and 2008 and from January 1, 2010 to
the date of dismissal, the reports on the financial statements of the Company
issued by Messrs. Lake & Associates CPA’s LLC contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except for a going concern opinion
expressing substantial doubt about the ability of the Company to continue as a
going concern.
During
the fiscal years ended December 31, 2009 and 2008 and from January 1, 2010 to
the date of dismissal, there have been no disagreements (as defined in Item
304(a) (1)(iv) of Regulation S-K) between the Company and Messrs. Lake &
Associates CPA’s LLC 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 Messrs. Lake &
Associates CPA’s LLC, would have caused it to make reference thereto in its
report on financial statements for such years.
During
the fiscal years ended December 31, 2009 and 2008 and from January 1, 2010 to
the date of dismissal, there were no reportable events as defined in Regulation
S-K Item 304(a)(1)(v).
On May 7,
2010, the Company provided Messrs. Lake & Associates CPA’s LLC with a copy
of the foregoing disclosures it is making in response to Item 4.01 on this Form
8-K/A, and requested Messrs. Lake & Associates CPA’s LLC to furnish it with
a letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of the letter of Messrs. Lake
& Associates CPA’s LLC, dated May 7, 2010, is attached as Exhibit 16.1 to
this Form 8-K/A.
(b) On
April 30, 2010, upon the approval of the board of directors of the Company, UHY
HK was engaged as the independent registered public accounting firm for the
Company. During the Company’s fiscal years ended December 31, 2009
and 2008 and from January 1, 2010 through the date of engagement, the Company
did not consult with UHY HK regarding any of the matters or events set forth in
Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K.
During the fiscal years ended December
31, 2009 and 2008
and from January 1, 2010 through the date of engagement, neither the Company nor anyone on
behalf of the Company has consulted with UHY HK regarding either:
1
1. The application of accounting
principles to specified transactions, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's financial
statements, and neither was a written report provided to the Company
nor was oral advice
provided that UHY HK
concluded was an important factor considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue;
or
2. Any matter that was either the
subject of a disagreement or a reportable event, as each term is defined in
Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
Item 5.02 Departure of Directors or Principal
Officers; Election of
Directors; Appointment of Principal Officers
(a) Resignation of Directors
Upon effectiveness of an information
statement required by Rule 14f-1 promulgated under the Exchange Act filed with the SEC on April 12, 2010,
Anna Herbst resigned as a
director on April 29. 2010.
(b) Appointment of Directors
Upon effectiveness of an information
statement required by Rule 14f-1 promulgated under the Exchange Act, the
following persons were
appointed as directors:
|
Name
|
Age
|
|
Mr. Jianming
Liu
|
52
|
|
Mr. Liqin
Cui
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46
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Biographical
Information
Mr. Jianming Liu. acts as Vice General
Manager and Director of Yiyang Group since April 2005 and has remarkable
achievements in the management of station affairs and vehicle fleets. Mr. Liu
has rich working experience
and is able to well coordinate and deal with the affairs of the Group. Prior to
be Vice General Manager and Director of the Company, Mr. Liu had acted as a technician and team header
of Yiyang Automobile Transportation Company, Manager of Passenger Transportation Branch Company, and
Vice General manager of Yiyang Automobile Transportation
Company.
Mr. Liqin Cui. acts as Vice
General Manager and Director of Yiyang Group since April 2006. He has rich experience in
the management of the front-end passenger transportation business and
plays a very important role in the Company in respects of safe operation,
transportation service, and marketing management, etc. Mr. Cui has acted as
Manager of Yiyang Yincheng Passenger Transport Co., Ltd, Deputy Director of Security and Locomotive
Department of Yiyang Automobile Transportation General Company, and Manager of
Ziyang Transportation Branch Company.
2
Item
9.01 Financial Statements and Exhibits
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(c)
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Exhibits.
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16.1
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Letter
regarding changing of certifying accountant dated May 7,
2010.
|
This
Current Report on Form 8-K/A may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, (i) statements
with respect to the Company’s plans, objectives, expectations and intentions;
and (ii) other statements identified by words such as “may”, “could”, “would”,
“should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”
or similar expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company’s control).
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
May 7,
2010
| China Transportation International Holdings Group Limited | |||
|
By:
|
/s/ Caichun Wen | ||
| Name: Caichun Wen | |||
| Title: Chief Executive Officer and Secretary | |||