| ITEM
3.01 |
NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD;
TRANSFER OF LISTING.
|
The
Registrant received on May 10, 2006 a staff determination letter from the
Nasdaq Stock Market stating that the staff believes that due to public
interest
concerns under Marketplace Rule 4300 and that the Registrant may have violated
Marketplace Rules 4330 and 4420, the staff determined to delist the Registrant’s
securities from the Nasdaq Stock Market at the opening of business on Friday,
May 19, 2006 unless the Registrant requests a hearing in accordance with
Nasdaq
Marketplace Rules. While the Registrant does not agree with the staff’s
determination, it is the Registrant’s intention not to request such a hearing. A
press release regarding the notice of delisting is attached as an exhibit
to
this Current Report.
| ITEM
4.01 |
CHANGES
IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
|
In
letters dated May 12, 2006, Moore Stephens Wurth Frazer & Torbet LLP (“Moore
Stephens”), which served as the independent registered public accounting firm
for the Registrant since November 5, 2004, informed the Registrant and
the SEC
of their decision to resign as the Registrant’s auditor. There is $5,200 of
outstanding fees payable to Moore Stephens.
The
report of Moore Stephens on the financial statements of the Registrant
for the
fiscal year ended September 30, 2005 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to audit scope or accounting
principle, except that Moore Stephens disclaimed an opinion on the Company’s
internal control over financial reporting for the year ended September
30, 2005
as management had not completed its assessment of internal control over
financial reporting.
The
Registrant's management accepted the decision of Moore Stephens to withdraw
as
the Registrant’s independent registered public accounting firm. The Registrant
does not expect to engage a new independent registered public accounting
firm.
In
connection with its audit for the fiscal year ended September 30, 2005
and
review of the Registrant’s interim financial statements through December 31,
2005, there have been no unresolved disagreements with Moore Stephens on
any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction Moore Stephens would have caused them to make reference thereto
in
their report on the financial statements for such year. During the Registrant's
former fiscal year ended September 30, 2005, until Moore Stephens's resignation,
there were no "reportable events" (as such term is defined in item 304(a)(1)(v)
of regulation S-K).
The
Registrant has requested Moore Stephens to review the disclosure contained
herein and has asked Moore Stephens to furnish the Registrant with a letter
addressed to the Commission containing any new information, clarification
of the
Registrant's expression of Moore Stephens's views, or the respects in which
Moore Stephens does not agree with the statements contained herein. A copy
of
Moore Stephens’s letter is filed as an Exhibit to this Current Report on Form
8-K.
| ITEM
5.02 |
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF
PRINCIPAL OFFICERS.
|
|
|
(a) |
RESIGNATION
OF DIRECTORS
|
Effective
March 28, 2006, Mr. Paul Risberg (“Mr. Risberg”) resigned as a member of the
board of directors of the Registrant. Mr. Risberg has disagreed with the
Registrant’s approach in communicating with its shareholders during the current
stock trading halt. He disagreed with the Registrant about compliance with
generally accepted accounting principles (GAAP). The Registrant has provided
a
copy of the disclosures it is making in response to this Item 5.02 to Mr.
Risberg and has informed him that he may furnish the Registrant as promptly
as
possible with a letter stating whether he agrees or disagrees with the
disclosures made in response to this Item 5.02, and that if he disagrees,
then
the Registrant requests that he provide the respects in which he does not
agree
with the disclosures. The Registrant will file any letter received by the
Registrant from Mr. Risberg as an exhibit to an amendment to this current
report
on Form 8-K within two business days after receipt by the
Registrant.
Effective
April 24, 2006, Ms. Jing Wen Pang (“Ms. Pang”) resigned as a member of the board
of directors of the Registrant. Ms. Pang did not give any reasons for resigning.
Ms. Pang was appointed as a director and audit committee member of the
Registrant on July 1, 2005. There were no disagreements between Ms. Pang
with
any officer or director of the Registrant. The Registrant has provided
a copy of
the disclosures it is making in response to this Item 5.02 and requested
Ms.
Pang to furnish the Registrant as promptly as possible with a letter stating
whether Ms. Pang agrees or disagrees with the disclosures made in response
to
this Item 5.02. The Registrant will file any letter received by the Registrant
from Ms. Pang as an exhibit to an amendment to this current report on Form
8-K
within two business days after receipt by the Registrant.
Effective
April 26, 2006, Ms. Wing-Sze Yau (“Ms. Yau”) resigned as a member of the board
of directors of the Registrant. Ms. Yau did not give any reasons for resigning.
Ms. Yau was appointed as a director and audit committee member of the Registrant
on November 29, 2004. There were no disagreements between Ms. Yau with
any
officer or director of the Registrant. The Registrant has provided a copy
of the
disclosures it is making in response to this Item 5.02 and requested Ms.
Yau to
furnish the Registrant as promptly as possible with a letter stating whether
Ms.
Yau agrees or disagrees with the disclosures made in response to this Item
5.02.
The Registrant will file any letter received by the Registrant from Ms.
Yau as
an exhibit to an amendment to this current report on Form 8-K within two
business days after receipt by the Registrant.
Effective
April 26, 2006, Mr. Shao Guang Tan (“Mr. Tan”) resigned as a member of the board
of directors of the Registrant. Mr. Tan did not give any reasons for resigning.
Mr. Tan was appointed as a director and audit committee member of the Registrant
on December 8, 2004. There were no disagreements between Mr. Tan with any
officer or director of the Registrant. The Registrant has provided a copy
of the
disclosures it is making in response to this Item 5.02 and requested Mr.
Tan to
furnish the Registrant as promptly as possible with a letter stating whether
Mr.
Tan agrees or disagrees with the disclosures made in response to this Item
5.02.
The Registrant will file any letter received by the Registrant from Mr.
Tan as
an exhibit to an amendment to this current report on Form 8-K within two
business days after receipt by the Registrant.
Effective
April 28, 2006, Mr. Kwun Luen Siu (“Mr. Siu”) resigned as a member of the board
of directors of the Registrant. Mr. Siu did not give any reasons for resigning.
Mr. Siu was appointed as a director of the Registrant on January 17, 2006.
There
were no disagreements between Mr. Siu with any officer or director of the
Registrant. The Registrant has provided a copy of the disclosures it is
making
in response to this Item 5.02 and requested Mr. Siu to furnish the Registrant
as
promptly as possible with a letter stating whether Mr. Siu agrees or disagrees
with the disclosures made in response to this Item 5.02. The Registrant
will
file any letter received by the Registrant from Mr. Siu as an exhibit to
an
amendment to this current report on Form 8-K within two business days after
receipt by the Registrant.
Effective
April 28, 2006, Ms. Lai Fun Sim (“Ms. Sim”) resigned as a member of the board of
directors of the Registrant. Ms. Sim did not give any reasons for resigning.
Ms.
Sim was appointed as a director of the Registrant on September 16, 2004.
There
were no disagreements between Ms. Sim with any officer or director of the
Registrant. The Registrant has provided a copy of the disclosures it is
making
in response to this Item 5.02 and requested Ms. Sim to furnish the Registrant
as
promptly as possible with a letter stating whether Ms. Sim agrees or disagrees
with the disclosures made in response to this Item 5.02. The Registrant
will
file any letter received by the Registrant from Ms. Sim as an exhibit to
an
amendment to this current report on Form 8-K within two business days after
receipt by the Registrant.
Effective
April 28, 2006, Mr. Lawrence Lok (“Mr. Lok”) resigned as a member of the board
of directors of the Registrant. Mr. Lok did not give any reasons for resigning.
Mr. Lok was appointed as a director and audit committee member of the Registrant
on July 1, 2005. There were no disagreements between Mr. Lok with any officer
or
director of the Registrant. The Registrant has provided a copy of the
disclosures it is making in response to this Item 5.02 and requested Mr.
Lok to
furnish the Registrant as promptly as possible with a letter stating whether
Mr.
Lok agrees or disagrees with the disclosures made in response to this Item
5.02.
The Registrant will file any letter received by the Registrant from Mr.
Lok as
an exhibit to an amendment to this current report on Form 8-K within two
business days after receipt by the Registrant.
|
|
(b) |
RESIGNATION
OF OFFICERS
|
Effective
April 28, 2006, Mr. Lawrence Lok resigned as the Chief Financial Officer
of the
Registrant, Mr. Kwun Luen Siu resigned as the Chief Executive Officer of
the
Registrant and Ms. Lai Fun Sim resigned as the Corporate Secretary of the
Registrant.