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): May 13, 2011
LONGWEI PETROLEUM INVESTMENT HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Colorado
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001-34793
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84-1536518
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(State or other jurisdiction of
incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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No.30 Guanghua Street, Xiaojingyu Xiang, Wanbailin District
Taiyuan City, Shanxi Province, China P.C. 030024
(Address of principal executive offices and zip code)
(727) 641-1357
(Registrant’s telephone number, including area code)
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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:
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))
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Item 4.02 Non Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review.
On May 13, 2011, the management of Longwei Petroleum Investment Holding Limited (the “Company”) concluded that its financial statements for the fiscal quarter ended December 31, 2010, which are included in its Form 10-Q for the quarter ended December 31, 2010, do not properly reflect the warrants exercised during the December 31, 2010 fiscal quarter, and, as a result, cannot be relied upon.
While preparing our third quarterly review, management noted warrants exercised were not correctly recorded during the second quarter ended December 31, 2010. When warrants were exercised, the Company had not debited to warrant derivative liability expense (a non-cash charge) for $4,589 thousands and credited to commons stock for the same amount. Consequently, the Company understated common stock and understated derivative expenses. Management also noted that it had not correctly applied the treasury stock method when computing dilution for fully diluted earnings per share. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Consequently, the Company overstated the fully diluted weighted average common shares outstanding. The changes were made as follows:
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Original Reported
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RESTATED
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Balance Sheet
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December 31. 2010
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December 31, 2010
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Change | |||||||||
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Common Stock
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$ | 26,455 | $ | 31,044 | $ | 4,589 | ||||||
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Retained Earnings
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153,048 | 148,459 | (4,589 | ) | ||||||||
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For the six months
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For the six months
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Income statement
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ended December 31, 2010
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ended December 31, 2010
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Change | |||||||||
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Derivative Income (Expen
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$ | (12,580 | ) | $ | (17,169 | ) | $ | 4,589 | ||||
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Income before income tax
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30,034 | 25,445 | (4,589 | ) | ||||||||
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Net income
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19,085 | 14,496 | (4,589 | ) | ||||||||
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Net income attributable to
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common shareholders
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18,924 | 14,335 | (4,589 | ) | ||||||||
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Earnings per common share
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Basic
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$ | 0.20 | $ | 0.15 | $ | (0.05 | ) | |||||
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Diluted
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$ | 0.17 | $ | 0.14 | $ | (0.03 | ) | |||||
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Weighted average common shares outstanding
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Diluted shares
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114,084,066 | 103,136,580 | (10,947,486 | ) | ||||||||
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For the three months
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For the three months
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Income statement
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ended December 31, 2010
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ended December 31, 2010
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Change | |||||||||
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Derivative Income (Expen
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$ | (2,174 | ) | $ | (6,763 | ) | $ | 4,589 | ||||
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Income before income tax
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19,895 | 15,306 | (4,589 | ) | ||||||||
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Net income
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14,191 | 9,602 | (4,589 | ) | ||||||||
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Net income attributable to
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common shareholders
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14,137 | 9,548 | (4,589 | ) | ||||||||
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Earnings per common share
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Basic
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$ | 0.15 | $ | 0.10 | $ | (0.05 | ) | |||||
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Diluted
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$ | 0.12 | $ | 0.09 | $ | (0.03 | ) | |||||
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Weighted average common shares outstanding
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Diluted shares
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113,673,173 | 101,216,165 | (10,536,593 | ) | ||||||||
Management of the Company intends to file an amended Quarterly Report on Form 10-Q/A. Management has apprised the Company’s Board and has discussed the matters in this Report with its independent auditors.
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SIGNATURES
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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Longwei Petroleum Holdings Limited
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By:
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/s/ Michael Toups
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Michael Toups
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Chief Financial Officer
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Date: May 16, 2011
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