Attached files
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| EX-16.1 - China Electronics Holdings, Inc. | v198217_ex16-1.htm |
UNITED
STATES
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 (Date of earliest event reported): September 29,
2010
Commission
File Number: 333- 152535
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China
Electronics Holdings, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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98-
0550385
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification Number)
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Building
3, Binhe District, Longhe East Road, Lu’an City, Anhui Province, PRC
237000
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(Address
of principal executive offices)
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011-86-564-3224888
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(Registrant’s
telephone number, including area code)
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#
803-5348 Vegas Drive, Las Vegas, NV
89108
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Buyonate,
Inc
(Former
name, former address and former fiscal year, if changed since the 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:
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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USE
OF DEFINED TERMS
Except as
otherwise indicated by the context, references in this Report to:
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·
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"the
Company," "we," "us," or "our," are references to the combined business of
China Electronics
Holdings, Inc, and its subsidiary, China Electronic Holdings, Inc.,
and China Electronic Holdings, Inc.’s direct and indirect
subsidiaries;
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·
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"China
Electronic" refers to China Electronic Holdings, Inc., a Delaware
corporation and our direct, wholly owned subsidiary, and/or its direct and
indirect subsidiaries, as the case may be;
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·
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“Guoying”
refers to Lu’an Guoying Electronic Sales Co., Ltd., a PRC
corporation;
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ITEM
4.01 Changes in Registrant’s Certifying
Accountant
On September 29, 2010,
the Board of Directors of China Electronics Holdings, Inc. (the “Company”)
approved the termination of GBH CPAs, PC (“GBH”) as our independent certified
public accounting firm.
Concurrent
with this action, our Board of Directors appointed Kabani & Company, Inc.
(“Kabani”) as our new independent certified public accounting firm. Kabani is
located at 6033 West Century Blvd., Suite 810, Los Angeles, CA 90045, and
reviewed the consolidated financial statements of our wholly owned
subsidiary, China Electronic and its subsidiary, Guoying, as of March 31, 2010
and audited the financial statements of Guoying as of December 31, 2009 and
2008. Accordingly, management elected to continue this existing relationship
with Kabani and engage it as the Company’s independent auditors.
Our
financial statements for the years ended December 31, 2009 and 2008 were audited
by GBH. GBH’s reports on our financial statements for the two
most recent fiscal years did not contain an adverse opinion, a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles, except for the addition of an explanatory paragraph
regarding the Company’s ability to continue as a going concern.
During
the years ended December 31, 2009 and 2008, the interim period ended March 31,
2010, and through the date of discontinuance of GBH’s engagement as the
Company’s independent accountant, there were no disagreements with GBH on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of GBH, would have caused it to make reference to the subject
matter of the disagreement in its reports on our financial statements for such
periods.
The
Company has provided GBH with a copy of this Form 8-K prior to its filing with
the SEC and requested it to furnish a letter addressed to the SEC stating
whether it agrees with the statements made above. Attached as Exhibit 16.1 is a
copy of GBH’s letter to the SEC, dated September 30, 2010.
The
Company consulted with Kabani in connection with (a) the Company’s acquisition
of all of the capital stock of China Electronic on July 15, 2010 pursuant to a
Share Exchange Agreement, dated as of July 9, 2010 between the Company, China
Electronic, the shareholders of China Electronic and (b) the filing by the
Company on July 22, 2010 of a Current Report on Form 8-K to report the
acquisition and related matters, which Current Report contained consolidated
financial statements of China Electronic as of March 31, 2010 and audited
financial statements of Guoying as of December 31, 2009 and 2008.
2
Except as
set forth in the immediately preceding sentence, during the period the Company
engaged GBH, neither the Company nor anyone on the Company's behalf consulted
with Kabani regarding either (i) the application of accounting principles to a
specified transaction, either contemplated or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements or (ii) any
matter that was either the subject of a disagreement or a reportable
event.
The
Company has authorized GBH to respond fully to all inquiries of
Kabani.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
EXHIBIT
INDEX
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Exhibit
Number
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Description
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16.1
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Letter
from GBH CPAs, PC
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3
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.
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Date:
October 4, 2010
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China
Electronics Holdings, Inc.
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By:
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/s/
Hailong
Liu
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Hailong
Liu
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Chief
Executive Officer
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