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): January 1, 2010
CHINA
NATURAL GAS, INC.
(Exact
name of Registrant as specified in charter)
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Delaware
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001-31539
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98-0231607
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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19th
Floor, Building B, Van Metropolis
Tang
Yan Road, Hi-Tech Zone
Xian,
710065, Shaanxi Province
China
(Address
of principal executive offices)
86-29-88323325
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act(17CFR230.425)
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o
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying Accountant
China
Natural Gas, Inc. (the “Company”) was notified that, effective January 1, 2010,
certain partners of Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”) and
Frost, PLLC (“Frost”) formed Frazer Frost, LLP (“Frazer Frost”), a new
partnership. Pursuant to the terms of a combination agreement by and among
MSWFT, Frazer Frost and Frost (the “Combination Agreement”), each of MSWFT and
Frost contributed all of their assets and certain of their liabilities to Frazer
Frost, resulting in Frazer Frost assuming MSWFT’s engagement letter with the
Company and becoming the Company’s new independent accounting
firm. As of the date of this Current Report, Frazer Frost is not
registered with the Public Company Accounting and Oversight Board (PCAOB),
however such registration is in process.
The audit
reports of MSWFT on the financial statements of the Company as of and for the
years ended December 31, 2008 and December 31, 2007 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
During
the Company’s most two recent fiscal years ended December 31, 2008 and 2007
and through January 1, 2010, the Company did not consult with Frazer Frost on
(i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that may be rendered
on the Company’s financial statements, and Frazer Frost did not provide either a
written report or oral advice to the Company that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) the subject of any disagreement, as
defined in Item 304 (a)(1)(iv) of Regulation S-K and the related
instructions, or a reportable event within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
In
connection with the audits of the Company’s financial statements for the fiscal
years ended December 31, 2008 and 2007 and through the date of this Current
Report, there were: (i) no disagreements between the Company and MSWFT on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of MSWFT, would have caused MSWFT to make reference
to the subject matter of the disagreement in their reports on the Company’s
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided MSWFT a copy of the disclosures in this Form 8-K and has
requested that MSWFT furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not MSWFT agrees with the Company’s
statements in this Item 4.01(a). A copy of the letter dated January 7,
2010, furnished by MSWFT in response to that request is filed as
Exhibit 16.1 to this Form 8-K.
Item 9.01. Financial
Statements and Exhibits.
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16.1
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Letter
of Moore Stephens Wurth Frazer and Torbet, LLP dated January 7,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CHINA
NATURAL GAS, INC.
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Date: January
7, 2010
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By
:
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/s/
Qinan
Ji |
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Qinan
Ji
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Chief
Executive Officer
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