**U.S. SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM10-KSB/A**

 

**(AmendmentNo. 1)**

 

**ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(D) OFTHE SECURITIES AND EXCHANGE ACT OF 1934**

** **

**FORTHE FISCAL YEAR ENDED DECEMBER 31, 2003**

 

**Kubla Khan,Inc.**

(Exact name of issuer in its charter)

 
| **Utah**                 |   | **87-0650976**              |
|--------------------------|--------|-----------------------------|
| (State of Incorporation) |   | (I.R.S. Employer I.D. No.:) |

 

**57-71# High-Tech Industrial Park NanShan,District ShenZhen, P.R. China 51805011 86 755 26983825**

(Address and telephone number of principalexecutive offices)

 

SECURITIES REGISTERED UNDERSECTION 12(B) OF THE EXCHANGE ACT: **None**

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Title of each class to be so registered:  **Common Stock**

 

Check whether the issuer (1) filed all reports to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.

Yes ý   No o

 

Check ifthere is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B is not contained in this form, and no disclosure will becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form10-KSB or any amendments to this Form 10-KSB. o

 

The issuer’s revenues for the Fiscal Year ended December 31, 2003were $390. The aggregate market value of the voting common stock held bynon-affiliates of the issuer computed by reference to the last reported bidprice of such common stock (no reported ask price was available) as ofMarch 31, 2004 was $464,457.  As ofApril 1, 2004, there were 5,611,744 shares of the issuer’s common stockoutstanding.

 

The following documents are incorporated by reference:

 

Transitional Small Business Disclosure Format (check one)Yes   o   No   ý

 

 

----

 

EXPLANATORY NOTE

 

The undersigned hereby amends its Annual Report on Form 10-KSB by theaddition of Exhibit 16.1.

 

**ITEM 8.****                                                        CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

On March 31, 2004, at the direction of our Board of Directors wedismissed Randy Simpson CPA, PC (“Simpson”) as our principal independent publicaccountants, and engaged Moores Rowland Mazars (“MRM”) as our principalindependent public accountants.

 

Simpson’s reports on our financial statements for the years endedDecember 31, 2002 and 2001 did not contain an adverse opinion ordisclaimer of opinion, nor were they qualified or modified as to uncertainty,audit scope, or accounting principles.

 

During our two most recent fiscal years (2002 and 2001) and through thedate of Simpson’s dismissal, there were no disagreements with Simpson on anymatters of accounting principles or practices, financial statement disclosure,or auditing scope or procedure which, if not resolved to Simpson’ssatisfaction, would have caused Simpson to make reference to the subject matterin connection with its report of the financial statements for such years.

 

We have provided Simpson with a copy of the above disclosures.Attached, as Exhibit 16.1 is a copy of Simpson’s letter, dated April 9,2004, stating its agreement with the disclosures in this report contained inthis Item 8.

 

**ITEM 13.****                                              EXHIBITSAND REPORTS ON FORM 8-K**

 

(a) Financial Statements (included in Part II of this Report):

 

Report of Independent Certified Public Accountant Financial Statements

Balance Sheets

Statement of Loss And Accumulated Deficit Statements of Cash Flows

Statements of Stockholder’s Equity

Notes to Consolidated Financial Statements

 

(b) Reports on Form 8-K:

 

On April 6, 2004, we filed a Report on Form 8-K with respect tothe dismissal of our former auditors.

 

On April 8, 2004, we filed a Report on Form 8-K with respect tothe change in control of the Company.

 

(c) Exhibits

 

| 3.1.1 |   | Articles of Incorporation (Exhibit 3.1.1 to Registration Statement on  Form SB-2, filed with the Commission on September 19, 2000)           |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1.2 |   | Amendment Articles of Incorporation (Exhibit 3.1.2 to Registration  Statement on Form SB-2, filed with the Commission on September 19, 2000) |
| 3.2   |   | Bylaws (Exhibit 3.2 to Registration Statement on Form SB-2, filed  with the Commission on September 19, 2000)                                |
| 14.1  |   | Code of Ethics (Exhibit 14.1 to Annual Report on Form 10-KSB, filed  with the Commission on April 13, 2004)                                       |
| 16.1  |   | Letter Re: Change in Certifying Accountant                                                                                                        |
| 23.1  |   | Consent of Moores Rowland Mazars (Exhibit 23.1 to Annual Report on  Form 10-KSB, filed with the Commission on April 13, 2004)                     |
| 23.2  |   | Consent of Randy Simpson CPA, P.C. (Exhibit 23.2 to Annual Report on  Form 10-KSB, filed with the Commission on April 13, 2004)                   |
| 31.1  |   | Certification of Chief Executive Officer pursuant to Section 302  of the Sarbanes-Oxley Act of 2002                                          |
| 31.2  |   | Certification of Chief Financial Officer pursuant to Section 302  of the Sarbanes-Oxley Act of 2002.                                         |
| 32.1  |   | Certification of Chief Executive Officer pursuant to Section 906  of the Sarbanes-Oxley Act of 2002.                                         |
| 32.2  |   | Certification  of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley  Act.                                                    |
| 99.1  |   | Charter  of the Audit Committee (Exhibit 99.1 to Annual Report on Form  10-KSB, filed with the Commission on April 13, 2004)                      |

 

2

----

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Act of 1934, the registrant has duly caused this Report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|                    | KUBLA KHAN, INC. |
|-------------------------|------------------|
|                    |             |
| Date: June 4, 2004 | By:              | /s/ YaLi Xu |   |
|                    |             | YaLi Xu |
|                    |             | Chief Executive Officer  and Director |

 

3

----