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 9, 2008

CHINA HOLDINGS ACQUISITION CORP.
(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)

005-83376                                           61-1533071
(Commission File Number)   (IRS Employer Identification No.)

33 Riverside Avenue, 5th Floor
Westport, CT 06880
           (Address of principal executive offices and zip code)           
 
(203) 226-6288
(Registrant’s telephone number including area code)
 
(Former Name and Former Address)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

          [   ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

          [   ]      Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

          [   ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

          [   ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

On January 9, 2008, China Holdings Acquisition Corp. (the “Company”) was notified that the partners of Goldstein Golub Kessler LLP (GGK) became partners of McGladrey & Pullen, LLP in a limited asset purchase agreement and that GGK resigned as independent registered public accounting firm for the Company. McGladrey & Pullen, LLP was appointed as the Company’s new independent registered public accounting firm.

The audit reports of GGK on the financial statements of China Holdings Acquisition Corp., Inc. for the period from June 22, 2007 (Inception) to November 21, 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.

The decision to engage McGladrey & Pullen, LLP was approved by the audit committee of the board of directors.

During the Company’s initial audit period from June 22, 2007 (Inception) to November 21, 2007 and through December 10, 2007, the Company did not consult with McGladrey & Pullen, LLP 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 McGladrey & Pullen, LLP did not provide either a written report or oral advice to the Company that McGladrey & Pullen, LLP concluded 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 audit of the Company's financial statements for the period from June 22, 2007 (Inception) to November 21, 2007 and through the date of this Current Report, there were: (i) no disagreements between the Company and GGK 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 GGK, would have caused GGK 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 GGK a copy of the disclosures in this Form 8-K and has requested that GGK furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not GGK agrees with the Company's statements in this Item 4.01(a) . A copy of the letter dated January 9, 2008 furnished by GGK in response to that request is filed as Exhibit 16.1 to this Form 8-K.

Item 9.01           Financial Statements and Exhibits.

(b) Exhibits.

Exhibit No.                   Description
16.1   Letter of Goldstein Golub Kessler LLP, dated January 10, 2008

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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 Holdings Acquisition Corp.

By: /s/ Paul K. Kelly
Name:     Paul k. Kelly
Title: Chief Executive Officer and Chairman
Dated: January 10, 2008

 

 

 


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Exhibit Index

Exhibit No.                   Description
16.1   Letter of Goldstein Golub Kessler LLP, dated January 10, 2008

 

 

 


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