Attached files
| file | filename |
|---|---|
| EX-16.1 - GULF RESOURCES, INC. | e606627_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of
Report (date of earliest event reported): February
9, 2010
Gulf
Resources, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other jurisdiction of incorporation)
|
000-20936
(Commission File Number) |
13-3637458
(IRS Employer Identification No.) |
| Chenming Industrial Park, Shouguang City, Shandong, China 262714 | ||
| (Address of principal executive offices and zip code) | ||
| +86 (536) 567-0008 | ||
| (Registrant's telephone number including area code) | ||
| (Registrant's 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 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(b) under the Exchange Act (17 CFR
240.14a-12(b))
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))
The purpose
of this current report on Form 8-K is
an amendment to a
current report on Form 8-K filed on February 11, 2010 to add additional
disclosure required by Item 304(a)(1)(v).
Item 4.01.Changes in Registrant’s Certifying
Accountants
On
February 10, 2010, Gulf Resources, Inc. (the “Company”) dismissed its principal
independent accountant, Morison Cogen, LLP (“MC”) from its engagement with the
Company, which dismissal was effective immediately. MC was engaged by
the Company in February 2007. The decision to dismiss MC as the Company’s
principal independent accountant was approved by the Audit Committee of the
Company on February 9, 2010.
There
were no disagreements between the Company and MC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, from the time of MC’s engagement up to the date of dismissal which
disagreements that, if not resolved to MC’s satisfaction, would have caused MC
to make reference to the subject matter of the disagreement in connection with
its report issued in connection with the audit of the Company’s financial
statements. None of the reportable events described under Item
304(a)(1)(v)(A)-(D) of Regulation S-K occurred within the two fiscal years of
the Company ended December 31, 2007 and 2008 and subsequently up to the date of
dismissal except for the following: as described in MC’s annual report dated
March 12, 2009 on the Company’s internal control over financial reporting
included in the Company’s Form 10-K for the year ended December 31, 2008, that
in MC’s opinion the Company had not maintained effective internal control over
financial reporting as of December 31, 2008 based on criteria established in
Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Although the Company’s management agreed with MC’s report on the point
that there was a weakness in the Company’s internal control, management did not
believe the weakness was material and concluded that the Company’s internal
control over financial reporting was effective a of December 31,
2008.
The
Company’s audit committee discussed with MC its opinion that the Company had not
maintained effective internal controls over financial reporting as of December
31, 2008. In addition, the Company has authorized MC to respond fully
to the inquiries of MC’s successor accountant concerning such
opinion.
MC’s
audit report on financial statements for the fiscal year ended December 31, 2008
of the Company contained no adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting
principles. MC did not perform an audit of the financial statements
of the Company for the fiscal year ended December 31, 2009.
Attached
as Exhibit 16.1 is an updated letter from MC addressed to the Securities and
Exchange Commission stating that it concurs with the statements made by the
Company with respect to MC in this Current Report on Form 8-K except for the
following: as described in MC’s annual report dated March 12, 2009 on
the Company’s internal control over financial reporting included in the
Company’s Form 10-K for the year ended December 31, 2008, that in MC’s opinion
the Company had not maintained effective internal control over financial
reporting as of December 31, 2008 based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
On February 10, 2010, the Company
engaged BDO Limited ("BDO") to serve as its independent auditor, effective
immediately upon the dismissal of MC. The decision to engage BDO as
the Company’s principal independent accountant was approved by the Audit
Committee of the Company on February 9, 2010. During the two fiscal
years of the Company ended December 31, 2008 and 2009, and through the date of
the BDO’s engagement, the Company did not consult BDO regarding either: (i) the
application of accounting principles to a specified transaction (either
completed or proposed), or the type of audit opinion that might be rendered on
the Company’s financial statements; or (ii) any matter that was either the
subject of a “disagreement” or “reportable event” within the meaning set forth
in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
16.1
|
Letter
of Morison Cogen LLP dated March 23,
2010
|
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.
|
GULF
RESOURCES, INC.
|
|||
|
By:
|
/s/ Xiaobin Liu | ||
| Name: |
Xiaobin
Liu
|
||
| Title: |
Chief
Executive Officer
|
||
Dated:
March 23, 2010
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
16.1
|
Letter
of Morison Cogen LLP dated March 23, 2010
|