-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hm3bvEz/BSdHsqzU6BVqV2FFTlenRu6wr2/QgLQTvwpqdwvTT+b4B9E5YJ2oLFMz 6xrNlnOe3VTiBOxFMst51Q== 0001019687-11-000604.txt : 20110218 0001019687-11-000604.hdr.sgml : 20110218 20110218160147 ACCESSION NUMBER: 0001019687-11-000604 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110218 ITEM INFORMATION: Changes in Registrant's Certifying Accountant FILED AS OF DATE: 20110218 DATE AS OF CHANGE: 20110218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA DIGITAL VENTURES CORP CENTRAL INDEX KEY: 0001405660 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34858 FILM NUMBER: 11624539 BUSINESS ADDRESS: STREET 1: UNIT 603, MALAYSIA BUILDING STREET 2: 50 GLOUCESTER ROAD, WANCHAI CITY: HONG KONG STATE: K3 ZIP: 0000 BUSINESS PHONE: 2025365191 MAIL ADDRESS: STREET 1: UNIT 603, MALAYSIA BUILDING STREET 2: 50 GLOUCESTER ROAD, WANCHAI CITY: HONG KONG STATE: K3 ZIP: 0000 8-K 1 chinadigital_8k-021811.htm CURRENT REPORT ON FORM 8K chinadigital_8k-021811.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 ) February 18, 2011
 
 
China Digital Ventures Corporation
(Exact name of registrant as specified in its charter)
 

Nevada
  
001-34858
  
98-0568076
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
13520 Oriental St.
    
Rockville, MD
  
20853
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code (202) 536-5191
 
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 of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
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))
 
 
 
 
 
 
 
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant
 
China Digital Ventures Corporation  (the “Company”) has replaced Albert Wong & Co. (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of February 18, 2011, and has engaged Meyler & Company LLC , One Arin Park, 1715 Highway 35, Middletown, NJ 07748 (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the year ended September 30, 2011.  As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
 
Item 4. 01(a)     Previous Independent Accountants
 
Information Required by Item 304(a)(1) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).
 
(i) On February 18, 2011, the Company replaced the Former Accounting Firm as its independent registered public accounting firm effective on that date.
 
(ii) The report of the Former Accounting Firm of the Company's financial statements as of and for the years ended September 30, 2010 and 2009, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

(iii) The reports of the Former Accounting Firm on the Company’s financial statements as of and for the years ended September 30, 2010 and 2009 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception and existing uncertain conditions which the Company faces relative to its obtaining capital in the equity markets.

(iv) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants at a Board of Director’s meeting on February 17, 2011.
 
(v) During the two most recent fiscal years and through February 18, 2011, there (i) have been no disagreements with the Former Accounting Firm 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 the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events of the kind in Item 304(a)(1)(v) of Regulation S-K.
 
The Company has requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. The Former Accounting Firm, as of the date hereof, has not furnished its letter stating that it agreed with the statements made herein or the reasons why it disagreed.  Upon receipt, the letter from the Former Accounting Firm will be filed as an amendment to this Form 8-K.
 
 
Item 4. 01(b)     New Independent Accountants
 
On February 18, 2011, we engaged Meyler & Company LLC (the “New Accounting Firm”) as our independent accountants for the year ending September 30, 2011.  The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on February 17, 2011.
 
The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to its appointment as New Accounting Firm regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Ite m 304(a)(1)(v) of Regulation S-K).
 
 
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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 DIGITAL VENTURES CORPORATION
   
   
 
By:
  
/s/ Robert M. Price
   
Name:
Robert M. Price
   
Title:
Chief Executive Officer
     
     
     
Date:  February 18, 2011
    

 
 

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