Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2013

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CHINA CARBON GRAPHITE GROUP, INC.

(Exact name of Company as specified in its charter)

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Nevada		333-114564		98-0550699
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o XingheYongle Carbon Co., Ltd.

787 XichengWai

Chengguantown

Xinghe County

Inner Mongolia, China

(Address of principal executive offices) (Zip Code)

(86) 474-7209723

Company’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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 Accountant.

Dismissal of Independent Registered Public Accounting Firm

(i)

On March 31, 2013, China Carbon Graphite Group, Inc. (the “Company”) dismissed its independent registered public accounting firm, BDO China Dahua CPA Co., Ltd. (“BDO China Dahua”).

(ii)

The reports of BDO China Dahua on the consolidated financial statements of the Company as of December 31, 2011 and 2010 and for the years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii)

The decision to change independent registered public accounting firm was approved by the Audit Committee of the Board of Directors of the Company.

(iv)

(a) During the process of auditing of the Company’s consolidated statements for the year ended December 31, 2012, the Company and BDO China Dahua disagreed with the amount of adequate audit evidence needed to support the Company’s year-end accounts to meet the requirements of BDO China Dahua; (b) the Board of Directors of the Company discussed these disagreement with BDO China Dahua; and (c) the Board of Directors of the Company has authorized BDO China Dahua to respond fully to inquiries of the successor independent registered public accounting firm concerning this matter.

(v)

There were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K other than: At December 31, 2011, the Company reported a material weakness in its internal control over financial reporting related to: (i) lack of entity level controls establishing a “tone at the top”, including but not limited to, communication between committee members and senior management regarding corporate decisions and planning; (ii) insufficient knowledge of accounting and financial reporting with respect to the requirements and application of both U.S. GAAP and SEC guidelines; (iii) an inadequate amount of review by management of the financial statement reporting process, including understanding and reporting all required disclosures necessary, by those in charge of corporate governance; (iv) lack of corporate governance policies in place, such as an internal audit function, fraud and risk assessment policies and a whistleblower policy; and (v) inadequate segregation of duties over certain information system access controls.

On March 31, 2013, the Company provided BDO China Dahua with a copy of this Current Report on Form 8-K and requested that BDO China Dahua furnish the Company with a letter addressed to the United States Securities and Exchange Commission stating whether BDO China Dahua agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Section 9. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

16.1	Letter from BDO China Li Xin Da Hua CPA Co., Ltd. to the SEC, dated March 31, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.