Great China Internat (GREY:GCIH)

Item 4.01                      Changes in Registrant’s Certifying Accountant.

Previous Independent Registered Public Accounting Firm.

Effective July 1, 2016, Great China International Holdings, Inc. (the “Company”) engaged BDO China Shu Lun Pan Certified Public Accountants LLP, as the independent registered public accounting firm and auditors of the Company’s financial statements. Concurrently the Company ended the engagement with the prior independent registered public accounting firm, Kabani & Company, Inc. (“Kabani & Company”)

The report of Kabani & Company on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2015 and 2014 did not contain an adverse or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the two most recent fiscal years ended December 31, 2015 and 2014, and through July 1, 2016, there were (i) no disagreements between the Company and Kabani & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Kabani & Company would have caused Kabani & Company to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Kabani & Company with a copy of this Form 8-K and requested that Kabani & Company furnish a letter addressed to the Securities & Exchange Commission stating whether or not Kabani & Company agrees with the above statements. A copy of such letter is attached as Exhibit 16.1.

New Independent Registered Public Accounting Firm.

Effective July 1, 2016, the Company’s Board of Directors approved the engagement of BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO China Shu Lun Pan”), as the Company’s independent registered public accounting firm and auditors of the Company’s financial statements. During the Company’s two most recent fiscal years ended December 31, 2015 and 2014, and in the subsequent interim period through July 1, 2016, the Company has not consulted with BDO China Shu Lun Pan, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BDO China Shu Lun Pan, concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

SALT LAKE CITY, June 15, 2016 /PRNewswire/ -- Great China International Holdings, Inc. (GCIH), a company with interests in real estate and the health and green industries, announced that it has completed its announced investment into Sino-Australian Agricultural Technology (SAAT), an agricultural developer in China which currently occupies the world's largest contiguous acreage base for Macadamia nut planting.

Macadamia nuts are a superfood with an abundance of nutritional qualities and commercial purposes, including foods, cooking oils, healthy products, toiletries and cosmetics. SAAT has been in the Macadamia nut planting business since 2014, supplying the market with over 600,000 seedlings in that time. Their completed 2,500 acre planting base is expected to enter the fruit production period in three years. Meanwhile, three processing factories with an annual output of 10,000 tons are planned for construction around the major production zones in Yunnan province.

"We are excited to have completed this strategic investment in SAAT, leaving our Company well- positioned to be a dominant supplier of Macadamia nuts in the near future. This is only the beginning of our new focus on the health and green industries and supplying nutritional products to an increasingly health-concerned population in China and around the world. The Macadamia nut market is under-supplied, due to strong global demand, and we believe that prices will continue to rise," said Frank Jiang, CEO of Great China International Holdings, Inc.

Item 1.01                      Entry into a Material Definitive Agreement

On May 15, 2016, Great China International Holdings, Inc. (“Great China or the “Company”) entered into a Framework Agreement on Capital Increase and Equity Enlargement (the “Agreement”) with the shareholders of Jiangcheng Sino-Au Agricultural Technology Development Co., Ltd. (“SAAT”) for the purchase of 14.07 million shares in the capital of SAAT for RMB 37.4795 million Yuan (approximately US$5,746,318 at May 16, 2016). After the investment Great China will hold 11.12% of the total share capital of SAAT.

The investment requires an increase in the authorized capital of SAAT. An initial payment of RMB 14.07 million Yuan is due 10 days following of the date of the Agreement, and the remainder is due within 10 days after registration of the additional capital by SAAT. The parties have just received governmental approval for the establishment of business with foreign capital, so Great China believes the investment in SAAT will be completed quickly.

Frank Jiang, the controlling stockholder of Great China and one of its officers and directors is the beneficial owner of 33.11 percent of the equity in SAAT, which will represent approximately 29.43% of the equity after the investment.

SAAT owns approximately 2,470 acres of land in Yunnan Province, PRC, and is engaged in the business of cultivating, processing, and trading Macadamia. The acquisition of the interest in SAAT is a major step forward in the plan of Great China to move into the nutraceutical and healthy foods sector.

Management Discussion and Analysis

The Company had net income of $1,553,839 for the nine months period ended September 30, 2015, which represents an increase in net income by $2,822,677 or 222.5%, compared with a net loss of $1,268,838 in the same period of 2014.  Components resulting in this increase are discussed below.

Revenues decreased by $230,006 or 3.9% from $5,972,228 for the nine months period ended September 30, 2014 to $5,742,222 for the same period of 2015.  The decrease is mainly due to a decrease in rental income by $220,569 or 5.0% from $4,387,585 for the nine months period ended September 30, 2014 to $4,167,016 for the same period of 2015 due to more vacancies in our rental properties.
 

Management Discussion and Analysis

The Company incurred a net loss of $463,812 for thefirst quarter of 2015, which represents a decrease in net loss by $113,396 or 32.4%, compared with a net loss of $350,416 in the same period of 2014.  Components resulting in this decrease are discussed below.

Revenues decreased by $353,321 or 15.7% from $2,255,199 for the first quarter of 2014 to $1,901,878 for the same period of 2015.  The decrease is mainly due to that rental income decreased by $344,625 or 20.1% from $1,711,812 for the first quarter of  2014 to $1,367,187 for the same period of 2015 due to more vacancies in our rental properties.
 

Item 8.01 Other Events

Effective April 27, 2015, Great China International Holdings, Inc. (the “Company”), entered into a Cooperation Agreement with FT Solution Co., Ltd., a Japanese company (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Company is investing 26.5 million Japanese Yen (approximately $224,473) for approximately 53% participation in a new venture to engage in the distribution of a variety of consumer products to be selected and distributed by the participants. These consumer products include, but are not limited to: cooking oils, health oils, food products (such as beverages and snacks), cosmetics, hygiene products, over-the-counter medical instruments and supplies, measuring instruments, vitamins, nutritional supplements, clothing, shoes, rainwear, and other consumer goods.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Sun Dongqing has resigned as a director of Great China International Holdings, Inc. (the “Company”) and from all officer positions with the Company, including Chief Financial Officer, effective 5:30 p.m., Eastern Time, April 15, 2015. Frank Jiang was elected a director of the Company to fill the vacancy left by the resignation of Sun Dongqing. Furthermore, the board of directors appointed Frank Jiang to serve as Chief Executive Officer and President of the Company in replacement of Jiang Peng, and elected Frank Jiang to serve as the Chief Financial Officer of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

On March 27, 2015, Great China International Holdings, Inc. (“Great China or the “Company”) filed a report on From 8-K reporting that it entered into Stock Purchase Agreements on March 27, 2015, with two non-US business entities for the sale of a total of 2,300,000 shares of Great China common stock at a price of US$3.28 per share, or a total of $7,544,000. The sale of the shares was scheduled to close on March 31, 2015. On April 1, 2015, the Company filed an amendment to the original Form 8-K report stating that as of March 31, 2015, Great China had received $2,934,000 of the total purchase price covering 894,512 shares of common stock.

On April 14, 2015, the remaining subscription payment of $4,610,000 was received for the purchase of 1,405,488 common shares.

The offering was made to non-US persons pursuant to Regulation S adopted under the Securities Act of 1933 (the “Securities Act”). Great China has agreed to file a registration statement under the Securities Act to permit public resale of the shares no later than January 1, 2017. Initially, however, the shares are not registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Management Discussion and Analysis

Results of Operations

Comparison of operations for year ended December 31, 2014 and 2013:

The Company incurred a net loss of $4,313,420 for 2014, which represents an increase in net loss by $2,499,022 or 137.7%, compared with a net loss of $1,814,398 in the same period of 2013.  Components resulting in this decrease are discussed below.

Revenues increased by $291,279 or 3.8% from $7,694,913 for 2013 to $7,986,192 for 2014.  This increase is mainly a result of the growth of rental income, which increased by $242,769 or 4.4% from $5,579,651 for 2013 to $5,822,420 for the same period of 2014.  Rental income increased because the Company raised rental rates.

The Company earned $181,295 and $136,643 from disposal of parking lots in 2014 and 2013 respectively, which increased by $44,652 or 32.7% for 2014 compared with 2013.

Other income, net increased by $222,585 from $187,270 for 2013 to $409,855 for 2014, which is mainly a result of the Company receiving a tax refund of $162,349 during the second quarter of 2014.

Item 1.01 Entry into a Material Definitive Agreement

On March 27, 2015, Great China International Holdings, Inc. (“Great China or the “Company”) filed a report on From 8-K reporting that it entered into Stock Purchase Agreements on March 27, 2015, with two non-US business entities for the sale of a total of 2,300,000 shares of Great China common stock at a price of US$3.28 per share, or a total of $7,544,000. The sale of the shares was scheduled to close on March 31, 2015, and this amendment on Form 8-K/A updates the status of closing.

As of March 31, 2015, Great China has received $2,934,000 of the total purchase price covering 894,512 shares of common stock, and the remaining subscription payment of $4,610,000 is expected to be received on or about April 6, 2015.

The offering is being made to non-US persons pursuant to Regulation S adopted under the Securities Act of 1933 (the “Securities Act”). Great China has agreed to file a registration statement under the Securities Act to permit public resale of the shares no later than January 1, 2017. Initially, however, the shares are not registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 1.01  Other Events

Great China International Holdings, Inc. (“Great China or the “Company”) entered into Stock Purchase Agreements on March 27, 2015, with two non-US business entities for the sale of a total of 2,300,000 shares of Great China common stock at a price of US$3.28 per share, or a total of $7,544,000. The sale of the shares is scheduled to close on March 31, 2015, subject to satisfaction of customary closing conditions.

The offering is being made to non-US persons pursuant to Regulation S adopted under the Securities Act of 1933 (the “Securities Act”). Great China has agreed to file a registration statement under the Securities Act to permit public resale of the shares no later than January 1, 2017. Initially, however, the shares are not registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Management Discussion and Analysis

The Company incurred a net loss of $1,268,838 for the nine- month period ended September 30, 2014, which is an improvement of $275,966 or 17.9%, compared with a net loss of $1,544,804 in the same period of 2013.  Components resulting in this improvement are discussed below.

Revenues increased by $152,707 or 2.6% from $5,819,521 for the first nine months of 2013 to $5,972,228 for the same period of 2014.  This increase is mainly a result of the growth of rental income, which increased by $145,942 or 3.4% from $4,241,643 for the first nine months of 2013 to $4,387,585 for the same period of 2014.  Rental income increased because the Company raised rental rates and the occupancy rate was higher in 2014.