- Amended Current report filing (8-K/A)
28 Februar 2012 - 10:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of Earliest event Reported): February 28,
2012 (February 9, 2012)
CHINA VALVES TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
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001-34542
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86-0891931
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(State or other jurisdiction of
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(Commission File Number)
|
(IRS Employer Identification No.)
|
incorporation or organization)
|
|
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21F Kineer Plaza
226 Jinshui Road
Zhengzhou, Henan Province
Peoples Republic of China
450008
Peoples Republic of China
(Address of principal
executive offices)
(86) 371-8612-7222
(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):
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:
[ ] 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))
Explanatory Note
This current report on Form 8-K/A is being filed by China
Valves Technology, Inc. (the Company) to amend the Current Report on Form 8-K
originally filed with the Securities and Exchange Commission on February 14,
2012 (the Original Filing) to add an Exhibit 7 letter provided by the
Companys current independent auditors BDO China Shu Lun Pan CPAS LLP (BDO) .
All other information in the Original Filing remains unchanged.
Item 4.02 Non-Reliance on Previously Issued Financial
Statements or Related Audit Report or Completed Interim Review.
Information responsive to Item 4.02(a):
During the interim review of the Quarterly Report on Form 10-Q
of the Company for the fiscal quarter ended December 31, 2011, the Companys
current independent auditors BDO found that the Value Added Tax (VAT) return
of the Companys subsidiary, Shanghai Hanwei Valves Co. Ltd., could not be
reconciled to the Companys financial statements for the fiscal year ended
September 30, 2011. BDO brought this matter to the attention of the Companys
management on February 8, 2012. Management and BDO performed an initial
investigation and review of the matter, and also discussed the matter with the
Companys former auditors, Frazer Frost LLP (Frazer). As a result of this
review, management determined that a restatement of certain line items presented
in the consolidated financial statements and the relevant notes for the quarters
ended March 31, 2011 and June 30, 2011, and the year ended September 30, 2011,
would be necessary in order to correct the under accrued VAT for the year ended
September 30, 2011. The restatement resulted in an increase of approximately
$2.67 million in the Companys previously reported cost of sales in the
consolidated statements of income for the year ended September 30, 2011, and a
corresponding increase of approximately $2.67 million in the income and other
tax payables in the consolidated balance sheet as of September 30, 2011. The
retained earnings in the consolidated balance sheet and consolidated statements
of stockholders equity as of September 30, 2011 were decreased by approximately
$2.67 million. The adjustment has no effect on cash flow for the year ended
September 30, 2011, and was a best estimate as of February 9, 2012. The Company,
BDO and Frazer will continue to review this issue and follow necessary
processes. This adjustment was reflected in the audited September 30, 2011
numbers set forth in the financial statements included in the Form 10-Q for the
quarter ended December 31, 2011, which was filed on February 9, 2012, but will
be finally determined and disclosed upon the conclusion of the aforementioned
review of this issue with the BDO and Frazer.
In connection with the restatements, management reevaluated the
effectiveness of the Companys internal control over financial reporting. The
Company had previously disclosed the existence of ineffective disclosure
controls and procedures and internal controls in its annual report on Form 10-K
for the period ended September 30, 2011 and continued to report the existence of
ineffective disclosure controls and internal controls in its quarterly report on
Form 10-Q for the period ended December 31, 2011. Management believes that the
error that resulted in the aforementioned restatement is an indication of an
additional deficiency that rises to the level of a material weakness for year
ended September 30, 2011. The Company will report this material weakness in the
Form 10-K/A filing that the Company plans to make as soon as practicable. No
other additional material weaknesses were identified.
The Company engaged a third party in January 2012 to help
enhance our internal controls over financial reporting to address this material
weakness as well as other material weaknesses disclosed in 10-K for the fiscal
year 2011.
The Audit Committee and management of the Company have
discussed the matters disclosed in this Item 4.02 with BDO, and Frazer and
concluded that the Companys unaudited financial statements for the quarters
ended March 31, 2011and June 30, 2011 as well as its audited financial
statements for the year ended September 30, 2011, should no longer be relied
upon, and the Company is in the process of restating its financial statements
for each of those periods.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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.
China Valves Technology, Inc.
Date: February 28, 2012
/s/ Jianbao Wang
Jianbao Wang
Chief Executive Officer
China Valves Technology, Inc. (MM) (NASDAQ:CVVT)
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