Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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):
August 19,
2009
CHINA RECYCLING ENERGY
CORPORATION
(Exact name of registrant as specified
in its charter)
|
Nevada
|
|
000-12536
|
|
90-0093373
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer Identification
No.)
|
|
|
|
|
|
|
|
0000721693
|
|
4911-Electric
Services
|
|
06628887
|
|
(Central Index
Key)
|
|
(Standard Industrial
Classification)
|
|
(Film
Number)
|
Suite 909, Tower B
Chang An International
Building
No. 88 Nan Guan Zheng
Jie
Xi An City, Shan Xi
Province
China 710068
(Address of principal executive
offices, including zip code)
(011)
86-29-8769-1097
(Registrant’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 registrant under any of the following provisions (see General Instruction
A.2. below):
£
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))
|
Item
4.02
|
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
|
(a) China
Recycling Energy Corporation (the “Company”), on management’s recommendation and
in consultation with Goldman Parks Kurland Mohidin, LLP (“GPKM”), the Company’s
independent registered public accounting firm, concluded on August 19, 2009 that
the financial statements for the fiscal year ended December 31, 2008, as
presented in our Annual Report on Form 10-K, and for each of the three months
ended June 30, 2008, September 30, 2008 and March 31, 2009, as presented in our
Quarterly Reports on Form 10-Q, should no longer be relied upon due to the
accounting issues set forth below.
The
accounting issues relate to (i) the reclassification of current tax payable to
deferred tax liability on the Company’s sales-type leases, as the Company did
not separately record the deferred tax liability; (ii) the expensing of the
unamortized amount of the beneficial conversion feature in connection with the
2008 amendment of a convertible note that was issued by the Company to certain
investors in 2007; (iii) the reclassification of interest expense from interest
income for the three months ended June 30, 2008; and (iv) the reclassification
of 3,000,000 stock options under the Company’s 2007 Nonstatutory Stock Option
Plan from the fair value of the options as a liability to equity recorded as
additional paid in capital.
Accordingly, the Company will restate
its financial statements for the fiscal year ended December 31, 2008 and for
each of the three month periods ended June 30, 2008, September 30, 2008 and
March 31, 2009, by disclosing the effect of these errors in an amended Form 10-K
for the fiscal year ended December 31, 2008 and in an amended Form 10-Q for each
of the three months ended June 30, 2008, September 30, 2008 and March 31, 2009,
respectively.
The Company’s Board of Directors and
executive officers have discussed the above matters with GPKM.
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 Recycling Energy
Corporation
|
|
|
|
|
Date: August 25,
2009
|
/s/ Xinyu
Peng
|
|
|
Xinyu Peng
Chief Financial
Officer
|