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): ~~December~~January 69, ~~2011~~2012

Wonder Auto Technology, Inc.

(Exact name of registrant as specified in its charter)


Nevada	0-50883	88-0495105
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

No. 16 Yulu Street

Taihe District, Jinzhou City, Liaoning Province

People’s Republic of China, 121013

(Address of Principal Executive Offices)

(86) 416-2661186

Registrant’s Telephone Number, Including Area Code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

¨	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 1.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement.

~~(a)~~ On ~~December~~January 69, ~~2011~~2012, ~~PricewaterhouseCoopers~~Wonder ~~Zhong~~Auto ~~Tian~~Technology, ~~CPAs~~Inc. ~~Limited Company~~ (the “~~PwC~~Company”) ~~resigned~~signed asa ~~the~~Memorandum ~~independent~~of ~~registered~~Understanding ~~public accounting~~(the ~~firm~~“MOU”) ofwith ~~Wonder~~Worthy ~~Auto~~Talent ~~Technology,~~Development ~~Inc.~~Limited (~~the~~ “~~Company~~WTD”), ~~effective~~an entity ~~immediately. A~~organized ~~superseding~~under ~~letter~~the laws of ~~resignation~~the ~~was~~British ~~provided~~Virgin byIslands, ~~PwC~~pursuant onto ~~December 10,~~which ~~2011.~~WTD ~~PwC~~agreed ~~was~~to ~~engaged~~provide asa loan, the ~~Company’s~~material ~~independent~~terms ~~registered public~~of ~~accounting~~which ~~firm~~are onsummarized ~~December 6~~below, ~~2010,~~in ~~and through~~ the ~~date~~amount of ~~PwC’s~~US$6,000,000 ~~resignation~~to itthe ~~had~~Company ~~not~~within ~~completed~~two ~~its~~months. ~~audit~~The orCompany ~~provided~~agreed to issue a ~~report~~convertible ornote ~~opinion~~(the on“Note”) in the ~~financial~~amount ~~statements~~ of US$6,000,000 to WTD at the ~~Company~~time ~~for~~the ~~any~~loan ~~period~~proceeds are disbursed.

~~There~~Amounts ~~were~~outstanding nounder ~~disagreements~~the ~~between~~Note ~~PwC~~will ~~and~~be ~~the~~convertible ~~Company~~at ~~during~~ the ~~term of PwC~~Lender’s ~~engagement~~option oninto ~~any~~common ~~matter~~stock of ~~accounting~~the ~~principles or~~Company ~~practices,~~at ~~financial~~an ~~statement~~initial ~~disclosure,~~conversion orprice ~~auditing~~of ~~scope~~$2.00 orper ~~procedure~~share, ~~which~~or ~~disagreements,~~into ifcommon ~~not~~stock ~~resolved~~of toWonder ~~the~~Auto Limited ~~satisfaction of PwC~~(“WAL”), ~~would~~a ~~have~~subsidiary ~~caused~~of ~~PwC~~the toCompany, ~~make~~at ~~reference to~~ the ~~subject~~same ~~matter~~equity ofownership ~~the~~proportion, ~~disagreements~~ in ~~connection~~each ~~with~~case ~~its report~~subject onto ~~the~~certain ~~financial~~adjustments ~~statements~~and ~~for such period, other than as described herein~~limitations. OnThe ~~September 29,~~Note ~~2011,~~will ~~the~~mature ~~audit~~and ~~committee~~become ~~(the~~payable ~~“Audit~~two ~~Committee”)~~years offrom the ~~Company’s~~date ~~board~~ of ~~directors~~its ~~(the~~issuance. ~~“Board”)~~The ~~met and issued~~Note ~~findings~~will ~~and~~bear ~~remediation~~interest ~~recommendations~~at inthe ~~connection~~rate ~~with~~of aneight ~~investigation~~percent ~~that it had conducted into certain transactions and accounting matters~~ (~~the “Investigation”~~8%) per annum, aspayable ~~previously~~in ~~disclosed~~cash in aarrears ~~Current Report~~ on ~~Form~~a 8semi-Kannual ~~filed~~basis beginning on ~~October~~ June 530, ~~2011. The~~2012, ~~Company~~and ~~has~~interest ~~taken~~on ~~certain~~past-due ~~remedial~~principal ~~steps~~and aspast-due ainterest ~~result~~will ofaccrue at the ~~Investigation~~rate ~~and~~of isfifteen percent ~~continuing~~(15%) per toannum. ~~consider~~In ~~whether~~the ~~there~~event ~~are~~of ~~additional~~a ~~remedial~~change ~~measures~~of itcontrol, ~~can take and~~ the ~~Company~~Note ~~may~~will ataccelerate ~~any time develop~~ and ~~implement additional~~become ~~remedial~~immediately ~~measures.~~due ~~Nevertheless,~~and ~~while~~payable ~~PwC indicated~~ in ~~its~~an ~~letter~~amount ofequal ~~December 10,~~to ~~2011 that it recognizes that~~ the ~~Company~~greater ~~has~~of ~~taken~~(i) 200% ~~certain~~of ~~remedial~~all ~~steps~~then ~~and~~outstanding isamounts ~~continuing~~due tounder ~~consider~~the ~~additional steps~~Note, ~~PwC has informed~~ or (ii) the ~~Company of~~amounts ~~its~~then ~~view~~outstanding ~~that~~under the ~~issues~~Note ~~raised~~multiplied by the ~~Investigation~~quotient ~~have~~determined ~~not~~by ~~been~~dividing ~~fully~~the ~~addressed~~daily byvolume ~~Company~~weighted ~~management~~average asprice of ~~December 6,~~the ~~2011,~~Company’s ~~and~~common instock ~~order~~on ~~for~~the ~~PwC~~date toimmediately ~~complete~~preceding ~~its~~such ~~audit,~~event itby ~~would, in~~ the ~~exercise~~conversion price of ~~its~~the ~~professional judgment, have to satisfy itself that such issues have been fully addressed~~Note.

~~None~~WTD ofwas ~~the~~created ~~“reportable~~by ~~events”~~six ~~described~~senior ~~under Item 304(a)(1)(v)~~members of ~~Regulation~~management ~~S-K~~and ~~occurred~~officers ~~during~~of the ~~term~~Company. ofThe ~~PwC’s~~shareholders ~~engagement~~and ~~other~~directors of ~~than~~WTD are as ~~described~~follows: ~~herein~~Mr. ~~On December~~ ~~10,~~Qingdong ~~2011~~Zeng, ~~PwC informed~~ the ~~Company~~chairman ~~that~~and ~~any~~CEO ~~steps~~of ~~taken by~~ the Company; inMr. Jiang ~~response~~Aijun, to the ~~issues~~CFO ~~raised~~of ~~by The NASDAQ Stock Market LLC (“Nasdaq”) in its letter to~~ the Company; ~~dated October~~Mr. ~~11,~~Liu ~~2011~~Yongdong, ~~denying~~ the ~~Company’s~~CEO ~~request~~of ~~for~~Jinzhou ~~continued~~Halla ~~listing~~Electric onEquipment ~~Nasdaq~~Limited, ~~(previously disclosed in~~ a ~~Current~~subsidiary ~~Report~~of onthe ~~Form~~Company; ~~8-K filed on October~~Mr. 18Zhao Chengming, ~~2011), and/or~~ the ~~issues~~CEO ~~raised as a result~~ of ~~the~~Jinzhou ~~Investigation~~Jinheng ~~may~~Automotives ~~materially~~Safety ~~impact~~Systems ~~the~~Limited, ~~fairness~~a orsubsidiary ~~reliability~~ of the Company’s; ~~consolidated~~Mr. Liang ~~financial~~Hailin, ~~statements~~the asCEO of ~~and~~Jinzhou ~~for~~Wanyou ~~the~~Mechanical ~~years~~Parts ~~ended December 31~~limited, ~~2008,~~a ~~2009 and~~subsidiary ~~2010~~of ~~and/or~~the ~~may~~Company; ~~have~~and ~~caused~~Mr. Li ~~PwC~~Songyan, tothe beCEO ~~unwilling~~of toJinan Worldwide ~~rely~~Auto-accessory ~~on management’s representations~~Limited, ~~and~~a ~~such~~subsidiary ~~matters have not been resolved to PwC’s satisfaction as~~ of the ~~date of PwC’s resignation~~Company.

The Company has been suffering liquidity pressure since April 2011, when the Company started its internal investigation. The situation worsened when the Company was delisted by Nasdaq last October. On October 20, 2011, one subsidiary of the Company was notified that it had breached its obligations under an asset purchase agreement and was required to agree to additional restrictions on its business operations. In order to settle upcoming urgent payables at an amount of around US$6 million, the six senior members of management and officers of the Company agreed to make such a loan to the Company.

~~PwC~~As ~~discussed each of~~ the ~~above~~principals ~~matters with the Company, through its management and the chairman~~ of the ~~Audit~~Lender ~~Committee,~~are ~~but~~members ~~neither the Audit Committee nor similar committee~~ of the ~~Board,~~Company’s ~~nor the Board itself~~management, ~~discussed~~ the ~~above~~loan ~~events with PwC. The Company has authorized PwC to respond fully to the inquiries of the successor~~and ~~accountant (when it is engaged) concerning each of~~ the ~~above~~Note ~~matters.~~constitute ~~The Company has provided PwC with~~ a ~~copy~~related ofparty ~~the~~transaction ~~foregoing disclosures~~ and ~~has~~were ~~requested~~approved ~~that~~by ~~PwC furnish~~ the Company’s ~~with~~board aof ~~letter~~directors, ~~addressed~~where to the ~~Securities~~interested ~~and~~director, ~~Exchange Commission~~Mr. Qingdong ~~stating~~Zen, ~~whether~~did or not ~~PwC~~vote ~~agrees~~at ~~with~~ the ~~statements~~board ~~made by the Company herein in response to Item 304(a) of Regulation S-K~~meeting. ~~The Company will amend this current report to include a copy of PwC’s letter as an exhibit promptly after the Company receives the letter from PwC.~~

~~(b)~~The Onforegoing ~~December 13,~~description ~~2011,~~does ~~the~~not ~~Company~~purport ~~engaged~~to ~~Crowe~~be ~~Horwath~~complete ~~(HK)~~and ~~CPA~~is ~~Limited (“Crowe”)~~qualified asin ~~the~~its ~~Company’s~~entirety ~~new~~by ~~independent~~the ~~registered~~full ~~public~~text ~~accounting~~of ~~firm, effective immediately. During~~ the ~~fiscal years ended December 31~~MOU, ~~2009~~a ~~and~~copy ~~2010 and through the date~~ of ~~Crowe’s engagement, the Company did not~~which ~~consult~~is ~~with~~filed ~~Crowe~~as ~~regarding~~Exhibit ~~any~~10.1 ofto ~~the~~this ~~matters~~Form ~~described~~8-K ~~in Item 304(a)(2)(i)~~ and ~~(ii) of~~incorporated ~~Regulation~~herein ~~S-K~~by reference.

~~Item 5.02 Departure~~(d) ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Exhibits.

On December 13, 2011, Larry Goldman resigned from the Board effective immediately, citing the resignation of PwC as disclosed in Item 4.01 hereto and that he is not comfortable serving on the Board given the continued involvement of the former chief executive officer of the Company and chairman of the Board as a director on the Board.


Exhibit No.		Description

10.1		Memorandum of Understanding, dated as of January 9, 2012, signed by the Company and Worthy Talent Development Limited.

SIGNATURES

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

Wonder Auto Technology, Inc. Date: January 9, 2012 /s/ Aijun Jiang Chief Financial Officer

Date: December 14, 2011

/s/ Aijun Jiang Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.1		Memorandum of Understanding, dated as of January 9, 2012, signed by the Company and Worthy Talent Development Limited.

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