UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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

~~PURSUANT~~March TO21, ~~SECTION 13 OR 15(d) OF THE~~2012

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported)

~~October~~China ~~25,~~Green ~~2011~~Lighting ~~Date of Report (Date of earliest event reported)~~Limited

~~China Green Lighting Limited~~ (Exact Name of Registrant as Specified in Charter)

26-0812035		Colorado	000-53106
Colorado	000-53106	26-0812035
(IRS Employer Identification No.)		(State or Other Jurisdiction of Incorporation)	(Commission File Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No. 18, Seventh Xinggong Road, ~~Jiangdong District, Jiangshan City, Zhejiang, People’s Republic of China 324019 (Address of Principal Executive Offices)~~

~~+86~~Jiangdong ~~(570) 435-2001 (Registrant’s telephone number~~District, ~~including~~Jiangshan ~~area code)~~City,

Zhejiang, People’s Republic of China

324019

(Address of Principal Executive Offices)

+86 (570) 435-2001

(Registrant’s telephone number, including area code)

(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 registrant under any of the following provisions (see General Instruction A.2. below):

o¨ 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))

oSection ~~Soliciting~~4 ~~material pursuant to Rule 14a~~-12 ~~under~~Matters ~~the~~Related ~~Exchange~~to ~~Act~~Accountants ~~(17~~and ~~CFR 240.14a-12)~~Financial Statements

oItem ~~Pre-commencement~~4.01. ~~communications~~Changes ~~pursuant~~in toRegistrant’s ~~Rule~~Certifying ~~14d-2(b) under the Exchange Act (17 CFR 240~~Accountant.~~14d-2(b))~~

~~o Pre-commencement communications pursuant to Rule 13e-4~~(ca) Resignation ~~under~~of ~~the~~Independent ~~Exchange Act (17 CFR 240.13e-4(c))~~Certifying Accountant

~~SECTION~~Effective 5March –26, ~~CORPORATE~~2012, ~~GOVERNANCE~~Crowe ~~AND~~Horwath (HK) ~~MANAGEMENT~~CPA Limited (“Crowe Horwath”) was dismissed as China Green Lighting Limited’s, a Colorado corporation (the “Company”) independent registered public accounting firm. Crowe Horwath was previously engaged on August 8, 2011 and did not issue any reports regarding the Company’s financial statements. The dismissal of Crowe Horwath as the independent registered public accounting firm was approved by the Company’s Board of Directors.

~~Item~~From ~~5.02.~~August ~~Departure~~8, 2011 to March 26, 2012, the date of ~~Directors~~dismissal, or(i) ~~Certain~~there ~~Officers;~~were ~~Election~~no disagreements with Crowe Horwath on any matter of ~~Directors;~~accounting ~~Appointment~~principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of ~~Certain~~Crowe Horwath ~~Officers~~would have caused it to make reference to such disagreement in its reports; ~~Compensatory~~and ~~Arrangements~~(ii) there were no reportable events as defined in Item 304(a)(1)(v) of ~~Certain~~Regulation ~~Officers~~S-K.

~~Resignation~~The Company has provided Crowe Horwath with a copy of ~~Director~~the &foregoing ~~Officer~~disclosures -and Mrrequested that Crowe Horwath furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements, and if not, stating the respects in which it does not agree. ~~Liu~~A ~~Chuanling~~copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~Effective October 25, 2011, China Green Lighting Limited, a Colorado corporation~~ (~~the “Company”~~b), Engagement ~~received the resignation~~ of ~~Mr.~~Independent Liu Chuanling as a member of the Company’s Board of Directors. Also effective October 25, 2011, Mr. Liu Chuanling resigned from his positions as Chief Executive Officer and Secretary of the Company.Certifying Accountant

~~Appointment~~Effective March 26, 2012, the Board of Directors ~~Director~~of the Company engaged Marcum Bernstein & ~~Officer~~Pinchuk -LLP ~~Mr.~~(“Marcum”) ~~Pan~~as ~~Ziqiang~~its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2011.

~~Effective~~During ~~October~~each ~~25,~~of ~~2011,~~the Company’s two most recent fiscal years and through the ~~Board~~interim ofperiods ~~Directors~~preceding ~~appointed~~the ~~Mr.~~engagement ~~Pan~~of ~~Ziqiang~~Marcum, ~~age~~the ~~47,~~Company (a) has not engaged Marcum as aeither ~~member~~the ofprincipal accountant to audit the Company’s ~~Board~~financial statements, or as an independent accountant to audit a significant subsidiary of ~~Directors~~the Company and on whom the principal accountant is expected to ~~fill~~express reliance in its report; and (b) has not consulted with Marcum regarding (i) the ~~current~~application ~~vacancy~~of ~~created~~accounting byprinciples to a specific transaction, either completed or proposed, or the ~~resignation~~type of ~~Mr.~~audit ~~Liu~~opinion ~~Chuanling~~that asmight ~~noted~~be ~~above. The~~rendered on the Company’s ~~Board~~financial ofstatements, ~~Directors~~and isno ~~now~~written ~~comprised~~report or oforal ~~Mr.~~advice ~~Pan~~was ~~Ziqiang,~~provided ~~Mr.~~to ~~Hao~~the ~~Dongyang~~Company ~~and~~by ~~Mr.~~Marcum ~~Zhu~~concluding ~~Jiangtu. Also~~there ~~effective~~was ~~October~~an ~~25,~~important ~~2011~~factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the ~~Board~~subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of ~~Directors~~Regulation ~~appointed~~S-K ~~Mr.~~or ~~Pan~~a ~~Ziqiang~~reportable event, as ~~Chief~~that ~~Executive~~term ~~Officer~~is ~~and~~described in ~~Secretary~~Item 304(a)(1)(v) of ~~the~~Regulation ~~Company~~S-K.

ItSection is5 contemplated that Mr. Ziqiang may serve on certain committees of the Company’s Board of Directors, but no such committee appointments have been made at this time. Mr. Ziqiang has no family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There is no arrangement or understanding pursuant to which Mr. Pan Ziqiang was appointed as a member of the Company’s Board of Directors. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-~~K. Mr.~~ ~~Ziqiang’s~~Corporate ~~professional~~Governance ~~history~~and ~~is noted below.~~Management

~~Professional~~Item ~~History~~5.02. Departure of ~~Mr.~~Directors ~~Pan~~or ~~Ziqiang~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Mr.~~Resignation Pan Ziqiang has extensive experience regarding private equity fund administration, fund management and investment banking experience, including project screening, valuation and due diligence management. Mr. Pan is currently a General Manager and Mergers and Acquisitions Advisor at Shanghai Kedao Investment Management Co., Ltd., in Shanghai, China, positions he has held since March 2010. From May 2004 to February 2010, Mr. Pan was an investment director at Thomas-Lloyd Fund, in Zhejiang province, where he was responsible for the operations of aDirectors ~~Sino-Foreign~~& ~~co-operative~~Officers PE fund. His notable achievement was the establishment and management of a half a billion dollar offshore PE fund, which focused on the renewable energy sector around mainland China. Previously, from February 1992 to June 2002, Mr. Pan was a Vice-President at Sanya Yinta Real Estate Ltd., Co., in Sanya, Hainan Province, China (under the control of the Shenzhen Construction Bank of China), where he was responsible for real estate project investments.

Effective March 21, 2012, the Company received the resignation of Mr. ~~Pan~~Zhu ~~Ziqiang~~Jiangtu ~~received~~as a ~~Bachelor~~member and Chairman of the Company’s ~~degree~~Board inof ~~Mechanical~~Directors, ~~Engineering~~and ~~from~~also ~~South-Western~~effective ~~Jiaotong~~March 21, ~~University~~2012, inthe ~~Chengdu,~~Company ~~Sichuan~~received ~~Province,~~the ~~China~~resignation inof ~~1986.~~ Mr. Pan ~~also~~Ziqiang ~~received~~as a ~~MBA~~member ~~from~~of the ~~Institut Franco-Chinois d~~Company’~~Ingenierie~~s etBoard deof ~~Management,~~Directors inand ~~2004. Mr.~~also as ~~Pan~~Chief isExecutive ~~fluent~~Officer inand ~~Mandarin~~Secretary ~~and~~of ~~English~~the Company.

~~SIGNATURES~~Appointment of Directors & Officers -

~~Pursuant~~Effective toMarch 21, 2012, the ~~requirements~~Board of Directors appointed Mr. Yao Baisheng as a member and Chairman of the ~~Securities~~Company’s ~~Exchange~~Board ~~Act~~of Directors to fill the current vacancies created by the resignation of ~~1934,~~Mr. Zhu Jiangtu as ~~amended~~noted above. Also effective March 21, 2012, the ~~Registrant~~Board ~~has~~of ~~duly~~Directors ~~caused~~appointed ~~this~~Mr. Wang ~~report~~Lixia as a member of the Company’s Board of Directors and as the Company’s new Chief Executive Officer and Secretary, to befill ~~signed~~the oncurrent ~~its~~vacancies ~~behalf~~created by the ~~undersigned~~resignation ~~hereunto~~of ~~duly~~Mr. ~~authorized~~Pan Ziqiang as noted above. The Company’s Board of Directors is now comprised of Mr. Yao Baisheng, Mr. Hao Dongyang and Mr. Wang Lixia.

	CHINA GREEN LIGHTING LIMITED, a Colorado corporation
Dated: October 28, 2011	By:	/s/ Pan Ziqiang
		Pan Ziqiang Chief Executive Officer

It is contemplated that Messrs. Yao and Wang may serve on certain committees of the Company’s Board of Directors, but no such committee appointments have been made at this time. Messrs. Yao and Wang have no family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers.

3Mr. Wang has entered into that certain Employment Contract with the Company, dated March 21, 2012, in connection with his service as the Company’s Chief Executive Officer (the “Wang Contract”). The term of Mr. Wang’s employment as Chief Executive Officer commences on March 21, 2012 and expires on February 28, 2014. In accordance with the Wang Contract, Mr. Wang shall be paid a basic monthly salary of HKD$20,000 per month (approximately USD$2,567 per month). Mr. Wang may also be eligible for a performance based salary to be decided by the Company’s Board of Directors based upon Mr. Wang’s performance, achievements and actual contribution to the Company in accordance with established Company policy.

Mr. Yao has entered into that certain Employment Contract with the Company, dated March 21, 2012, in connection with his service as Chairman of the Company’s Board of Directors (the “Yao Contract”). The term of Mr. Yao’s employment as Chairman of the Board of Directors commences on March 21, 2012 and expires on February 28, 2014. In accordance with the Yao Contract, Mr. Yao shall be paid a basic monthly salary of HKD$20,000 per month (approximately USD$2,567 per month). Mr. Yao may also be eligible for a performance based salary to be decided by the Company’s Board of Directors based upon Mr. Yao’s performance, achievements and actual contribution to the Company in accordance with established Company policy.

The forgoing description of Messrs. Wang’s and Yao’s Employment Contracts does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Contracts, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference into this Item 5.02.

Other than as noted above, there is no arrangement or understanding pursuant to which Messrs. Wang and Yao were appointed as members of the Company’s Board of Directors or as officers of the Company. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K. The professional histories of Messrs. Wang and Yao are noted below.

Professional History of Wang Lixia

Mr. Wang is a Chinese Certified Public Accountant and also a Chinese Certified Tax Accountant. Prior to his engagement with Company, from April 2008 to February 2012, Mr. Wang served as Vice General Manager of Shanghai Weizhong Investment Consulting Co., Ltd., an investment and consulting company. From March 2006 to July 2008, Mr. Wang served as Chief Financial Officer of Beifa Group Co., Ltd. Mr. Wang obtained a Bachelor’s Degree in Accounting from Shanghai University of Finance and Economics in 1996, an International MBA from the University of Hong Kong in 2006, and Doctorate Degree in Accounting from Shanghai Jiao Tong University in 2012.

Professional History of Yao Baisheng

Prior to his engagement with the Company, Mr. Yao served as General Manager of Shanghai Fupeng Electronics Co., Ltd. from July 2007 to February 2012. From May 1997 to May 2007, Mr. Yao served as Vice General Manager of Shanghai Measuring & Cutting Tool Works Co., Ltd. Mr. Yao graduated from Shanghai Institute of Technology with a degree in Electronic Mechanics in 1967.

Section 9 - Financial Statements and Exhibits

Item 9.01.	Financial Statements and Exhibits.

Exhibit
Number	Description

10.1	Employment Contract with Wang Lixia, dated March 21, 2012
10.2	Employment Contract with Yao Baisheng, dated March 21, 2012
16.1	Letter from Crowe Horwath (HK) CPA Limited, dated March 26, 2012

SIGNATURES

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

	CHINA GREEN LIGHTING LIMITED, a Colorado corporation


Dated: March 26, 2012	By:	/s/ Wang Lixia
		Wang Lixia Chief Executive Officer

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