CHINA BROADBAND CORP
8-K, 2000-09-26
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               September 26, 2000
                ------------------------------------------------
                Date of report (Date of earliest event reported)


                              China Broadband Corp.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     Nevada
                 ---------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


         0-28345                                           72-1381282
------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


              2080, 440-2 Ave. SW, Calgary, Alberta, Canada T2P 5E9
              -----------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)


                                 (403) 234-8885
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


          (Former name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     Arthur Andersen LLP, Chartered Accountants (the "Former  Accountant"),  was
replaced as independent auditor for China Broadband Corp.  (formerly,  Institute
for  Counselling  Inc.) (the  "Company")  on September  22, 2000.  The Company's
decision to change accountants was approved by its Board of Directors.

     During the  Company's  six month period ended June 30, 2000 and through the
date of this report,  there were no disagreements  with the Former Accountant on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure.

     During the six month  period  ended June  30,2000,  and through the date of
this report,  the Former  Accountant  did not advise the Company with respect to
any of the matters  described in paragraphs  (a) (1)(vi)  (B)(1)  through (3) of
Item 304 of Regulation S-B.

     On September  22, 2000,  the Company  engaged  Deloitte & Touche LLP as its
independent auditors and independent certified public accountant.

     The Company has provided the Former Accountant with a copy of the foregoing
disclosures and has requested in writing that the Former  Accountant  furnish it
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether or not it agrees with such  disclosures.  A copy of such letter has been
filed as an exhibit to this  report in  accordance  with Item 601 of  Regulation
S-B.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits.  The following exhibit is filed as part of this report:

          16.1   Letter, dated September 22, 2000 from Arthur Andersen LLP, to
                 the Securities and Exchange Commission stating that it has
                 reviewed Item 4 in the Form 8-K and is in agreement.


<PAGE>


                                   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 BROADBAND CORP.
                                         ---------------------
                                              (Registrant)



                             By:  /s/ MATTHEW HEYSEL
                                  ----------------------------------------------
                                  Name: Matthew Heysel
                                  Chairman, Chief Executive Officer and Director



Date:  September 22, 2000
       ------------------


<PAGE>



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