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): May 5, 2004
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
(Exact Name of Registrant as Specified in Charter)
UTAH 000-33167 84-0448400
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
17700 CASTLETON STREET, SUITE 589
CITY OF INDUSTRY, CALIFORNIA 91748
(Address of Principal Executive Offices) (Zip Code)
(626) 964-3232
(Registrant's Telephone Number, Including Area Code)
ITEM 4. - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 5, 2004, the Board of Directors of Kiwa Bio-Tech Group
Corporation resolved to dismiss Pritchett, Siler & Hardy, P.C. as the
Registrant's independent public accountants. In addition, on May 5, 2004, the
Registrant's Board of Directors resolved to engage Grobstein, Horwath & Company
LLP as the Registrant's new independent accountants to audit the Registrant's
financial statements for the fiscal year ended December 31, 2004. The change was
made a result of the previously announced merger of the Registrant and Kiwa
Bio-Tech Products Group, Ltd., which became effective on March 12, 2004.
Pritchett, Siler & Hardy, P.C.'s report on the Registrant's
consolidated financial statements for the fiscal year ended December 31, 2003,
included an explanatory paragraph expressing concern about the Registrant's
ability to continue as a going concern, but did not contain any other adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2003 and through the date of
Pritchett, Siler & Hardy, P.C.'s dismissal, there were no disagreements with
Pritchett, Siler & Hardy, P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Pritchett, Siler & Hardy, P.C.'s satisfaction, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report on the Registrant's consolidated financial
statements.
The Registrant has requested Pritchett, Siler & Hardy, P.C. to furnish
the Registrant a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of that letter dated
May 10, 2004, is filed as Exhibit 16.1 to this Form 8-K.
The Registrant has engaged Grobstein, Horwath & Company LLP as its new
independent accountants as of May 5, 2004. The Registrant has not consulted with
Grobstein, Horwath & Company LLP regarding any matters specified in Items
304(a)(2)(i) or (ii) of Regulation S-K. Registrant has authorized Pritchett,
Siler & Hardy, P.C. respond fully to any inquiries from Grobstein, Horwath &
Company LLP relating to its engagement as the Registrant's independent
accountant.
ITEM 7. - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of business acquired.
None.
(b) Pro forma Financial Information.
None.
(c) Exhibits.
16.1 Letter from Pritchett, Siler & Hardy, P.C.
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SIGNATURE
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.
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
Date: May 10, 2004 By: /S/ WEI LI
-----------------------------------------
Wei Li, Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from Pritchett, Siler & Hardy, P.C.
4