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: December 22, 2004
CHINA MOBILITY SOLUTIONS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Florida 000-26559 330-751560
------------------ ---------------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
#900 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
-------------------------------------------------- ---------
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 632-9638
--------------
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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
2
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
On December 22, 2004, the Board of Directors of China Mobility Solutions,
Inc. ("China Mobility") approved a change in auditors. The Board of Directors
approved the dismissal of Clancy and Co., P.L.L.C. ("Clancy and Co., P.L.L.C.")
as China Mobility's independent public accountants and the selection of Moen and
Company as their replacement.
Clancy and Co., P.L.L.C.'s reports on the consolidated financial statements
of China Mobility and its subsidiaries for the two most recent fiscal years
ended December 31, 2003 and 2002 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
During China Mobility's two most recent fiscal years ended December 31,
2003 and 2002 and the subsequent interim period through December 22, 2004, there
were no disagreements between China Mobility and Clancy and Co., P.L.L.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to Clancy and
Co., P.L.L.C.'s satisfaction, would have caused them to make reference to the
subject matter of the disagreement in connection with their reports on China
Mobility's consolidated financial statements for such years; and there were no
reportable events as described in Item 304(a)(1)(iv) of Regulation S-K. China
Mobility provided Clancy and Co., P.L.L.C. with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Clancy and Co., P.L.L.C.'s
letter, dated January 4, 2005, stating its agreement with such statements.
In addition, during China Mobility's two most recent fiscal years ended
December 31, 2003 and 2002 and the subsequent interim periods through December
22, 2004, China Mobility did not consult with Moen and Company with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
China Mobility's financial statements, or any other matters or reportable events
as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
3
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Mangement
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
4
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - None
B. Exhibits -
16 Letter from Clancy and CO., P.L.L.C., Dated
January 4, 2005
5
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 thereunto duly authorized.
Date: December 23, 2004 CHINA MOBILITY SOLUTIONS, INC.
By: /s/ Angela Du
----------------------------------------
Angela Du, President
6