Attached files
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| EX-16.1 - China Solar & Clean Energy Solutions, Inc. | v180514_ex16.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K and 8-K/A
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 16, 2010
China
Solar & Clean Energy Solutions, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
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000-12561
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95-3819300
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3/F
West Wing Dingheng Plaza,
45A
North Fengtai Road,
Beijing,
China, 100071
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(Address
of principal executive offices and zip
code)
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(86)
10-63860500
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(Registrant’s
telephone number including area
code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On March
16, 2010, the Company concluded, based, in part, on the recommendation of its
current independent auditors, Paritz & Company, P.A., that the financial
statements included in the Form 10-K for the period ended December 31, 2008 and
the financial statements included in Form 10-Q for the periods ended March 31,
2009, June 30, 2009 and September 30, 2009 should not be relied upon. These
financial statements were audited or reviewed by the Company’s prior auditor,
Cordovano and Honeck.
The
following are the reasons the restatement is required.
The
acquisition of the additional 29.97% interest in Tianjin Hua Neng Energy
Equipment Company was not properly recorded. As disclosed in
Note 4 to the financial statements, the Company paid $515,026 at the completion
of the agreement with the remainder, aggregating approximately $1,047,611 plus
interest to be paid over the next three years. The Company only recorded the
amount actually paid and did not record the corresponding debt. In addition the
1,000,000 warrants to purchase the Company’s common stock were issued as part of
the purchase price and were not valued and included as additional purchase
price
After
further analysis of the Company’s revenue recognition policy, it has decided to
amend the revenue recognition of its consolidated subsidiary Tianjin Hua Neng.
The Company will make the appropriate entries to properly record the revenue and
associated costs of revenue. The amount of this adjustment has not
yet been determined.
We have
requested our prior independent accountant to furnish us as promptly as possible
a letter addressed to the Commission stating whether the independent accountant
agrees with the statements made in this Form 8-K in response to this Item 4.02
and, if not, to state the respects in which it does not agree. On April 9, 2010,
we received such a letter from our prior auditor which is attached hereto as
Exhibit 16.1.
The
Company will be amending its Annul Report on Form 10-K for period ended December
31, 2008 and Forms 10-Q for subsequent interim periods with the Securities and
Exchange Commission to include restated financial statements correcting this
error. The financial statements for the period ended December 31, 2008 and
subsequent interim periods should no longer be relied upon.
The
executive officers of the Company discussed with the Company’s prior independent
auditors as well as the current independent auditors the matters disclosed in
this Item 4.02 of the Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
6.1 Letter
from Cordovano and Honeck, dated April 9, 2010.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
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By:
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/s/
Deli Du
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Name:
Deli Du
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Title:
Chief Executive Officer and President
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Dated:
April 9, 2010
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