Attached files
| file | filename |
|---|---|
| EX-16.1 - LETTER FROM MARCUM BERNSTEIN & PINCHUK LLP ADDRESSED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION - Yangtze River Port & Logistics Ltd | f8k121415ex16i_kirinintern.htm |
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): December 14, 2015
KIRIN INTERNATIONAL HOLDING, INC.
(Exact name of Company as specified in its charter)
| Nevada | 333-166343 | 27-1636887 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
1528 Brookhollow Drive, Suite 100
Santa
Ana, CA 92705
(Address of principal executive offices) (Zip Code)
(714)
581-4335
Company’s telephone number, including area code
Not
Applicable
(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 Company 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)) |
Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Company's Certifying Accountant.
| (1) | Previous Independent Registered Public Accounting Firm | |
| (i) | On December 14, 2015, Kirin International Holding, Inc. (the “Company”) dismissed its independent registered public accounting firm, Marcum Bernstein & Pinchuk LLP (“Marcum”). | |
| (ii) | The audit report of Marcum on the financial statements of the Company as of and for the fiscal years ended December 31, 2014 and December 31, 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. | |
| (iii) | The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company. | |
| (iv) | During the Company's two most recent fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim period through December 14, 2015, (a) there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K, except that the Company's internal control over financial reporting was not effective due to the existence of material weaknesses in the Company's internal control over financial reporting. As disclosed in the Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2014 and 2013, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and 2014 and June 30, 2015 and 2014: | |
| ● | The Company did not have a functional audit committee; and | |
| ● | The Company had substantial related party transactions and had no corporate governance policies in place to review, authorize and approve such transactions |
| (v) | On December 15, 2015 the Company provided Marcum with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K. | |
| (2) | New Independent Registered Public Accounting Firm | |
| On December 15, 2015, the Board of Directors of the Company appointed Dominic KF Chan & Co. (“Chan”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim periods through the date hereof prior to the engagement of Chan, neither the Company, nor someone on its behalf, has consulted Chan regarding: | ||
| (i) | either: 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 consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or | |
| (ii) | any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. | |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum Bernstein & Pinchuk LLP addressed to the U.S. Securities and Exchange Commission |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KIRIN INTERNATIONAL HOLDING, INC. | ||
| Date: December 18, 2015 | By: | /s/ Jianfeng Guo |
| Jianfeng Guo | ||
|
President & Chief Executive Officer | |
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