Item 4.01. Changes in Registrant's Certifying Accountants

On December 31, 2005, China 3C Group (the "Company" ) accepted the resignation of Lichter, Yu & Associates ("Lichter") which acted as the principal independent accountant of two of its subsidiaries, Yiwu Yong Xin Telecommunication Company, Limited ("YYXC") and Hangzhou Wang Da Electronics Company, Limited ("HWDA") prior to their merger with the Company on December 21, 2005, effective immediately. The resignation of Lichter as the subsidiaries' principal independent accountant was accepted and approved by the Company's Board of Directors. Lichter was engaged by YYXC and HWDA on August 5, 2005 and resigned as of December 31, 2005 (the "Engagement Period") and performed an audit of the financial statements of YYXC and HWDA for the year ended December 31, 2004.

During the Engagement Period, there were no disagreements between YYXC and Lichter or HWDA and Lichter on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Lichter's satisfaction, would have caused Lichter to make reference to the subject matter of the disagreement in connection with its reports.

The audit reports of Lichter on the financial statements of YYXC and HWDA for the year ended December 31, 2004 did not contain any adverse opinion or disclaimer of opinion, and such audit reports were not modified as to uncertainty, audit scope or accounting principles. The Company has provided Lichter with a copy of this Form 8-K and has requested Lichter to furnish it with a letter addressed to the Securities and Exchange Commission (the "Commission") stating whether Lichter agrees with the statements made by the Company and, if not, stating the respects in which it does not agree. A copy of such letter from Lichter is attached hereto as Exhibit 16.1.

During its fiscal year ended December 31, 2004 and December 31, 2005 and in the subsequent interim periods prior to the resignation of Lichter, neither the Company, YYXC nor HWDA consulted with Kabani & Company, Inc. ("Kabani"), the Company's, YYXC's and HWDA's subsequent principal independent accountant, concerning (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's, YYXC's and HWDA's financial statements and no written or oral advice was provided by Kabani that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement or a reportable event, as set forth in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

16.1 Letter of Lichter, Yu & Associates

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