CHINA CONTINENTAL INC /UT/
8-K, 1998-02-11
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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                       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, 1997



                             CHINA CONTINENTAL, INC.
             (Exact name of registrant as specified in its charter)



Utah                               33-3276-D                   87-0431063
(State or other             (Commission File Number)          (IRS Employer
jurisdiction of                                              Identification No.)
incorporation



 1101-1806 Hua Quin International Building, 340 Queen's Road Central, Hong Kong
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (852) 2542-2612



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)







<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant

         (a)      Dismissal of Independent Accounting Firm

     (i) Ernst & Young,  L.L.P. (the "principal  accountants"),  the independent
accounting firm which audited the financial  statements of the registrant during
fiscal year 1996, was dismissed by the Company on December 22, 1997.

     (ii) None of the principal accountant's reports on the financial statements
of the registrant  has contained an adverse  opinion or a disclaimer of opinion,
or was  qualified  or modified as to  uncertainty,  audit scope,  or  accounting
principles.

     (iii)    Not applicable.

     (iv)  During the  preceding  two years and any  subsequent  interim  period
preceding  their  dismissal,  the  registrant  had  no  disagreements  with  the
principal  accountants  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 principal accountants,
would  have  caused  it  to  make   reference  to  the  subject  matter  of  the
disagreements in connection with its report.

     (v) None of the kinds of events  listed in paragraph  (a)(1)(v)(A)  through
(D) of Regulation S-K Item 304 occurred  during the two most recent fiscal years
and any subsequent interim periods.

         (b)      Engagement of New Independent Accountants

     On December 22, 1997, the registrant's  board of directors formally engaged
Blackman  Kallick  Bartelstein,  L.L.P.  (the "new  accounting  firm") of 300 S.
Riverside  Plaza,  Suite  660,  Chicago,   Illinois   60606-6613  to  audit  the
registrant's financial statements.

     The registrant,  during the two most recent fiscal years and any subsequent
interim  period prior to the  engagement  of the new  accounting  firm,  did not
consult with the new accounting firm with regard to any of the matters listed in
Regulation S-K Items 304(a)(2)(i) or (ii).

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits

                  16.1     Letter from Ernst & Young, L.L.P. re. termination
                           of auditor relationship


<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 CONTINENTAL, INC.


                                          /s/
                                          -------------------------------------
                                          Chan Kwai Chiu
                                          President and Chief Executive Officer

Date: December 22, 1997




Ernst & Young                      Certified Public Accountants
                                   15/F Hutchinson House
                                   10 Harcourt Road
                                   Central Hong Kong
                                   Phone: 852 2846 9888
                                          852 2526 5371
                                   Fax:   852 2868 4432
                                          852 2845 9208

Our ref:  CYT/WLMK/230942/9
December 15, 1997

The Board of Direftors
China Continental, Inc.
Room 1801-1806
Hua Qin International building
340 Queens's Road
Central
Hong Kong

Attn:  Mr. Eric Ng

Dear Sirs:

     This is to confirm  that the auditor  client  relationship  betrween  china
Continental,  Inc.  (Commission  File  Number  33-3276-D)  and Ernst & Young has
ceased.

Yours faithfully


/s/
Ernst & Young

cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C. 20549



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