SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 3
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 6, 2000
OPAL TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
33-18834-LA
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(Commission file number)
Nevada 87-0306464
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(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
Unit 2810, 28/F, Shun Tak Centre, West Tower, 200 Connaught Road
Central, Hong Kong
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(Address of principal executive offices) (Zip code)
011-852-2517-7674
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Resignation of Independent Accounting Firm
(i) Grant Thornton, the Registrant's certifying
accountant was terminated as the Company's auditor on December
6, 2000.
(ii) The certifying accountant's report on the
financial statements for the past two years contained no
adverse opinion, no disclaimer of opinion nor was qualified or
modified as to uncertainty audit scope or accounting
principles. However, the report did contain a fourth paragraph
outlining going concern contingencies.
(iii) Not applicable.
(iv)During the preceding two years and subsequent
interim periods preceding the resignation, the Registrant had
no disagreements with certifying accountants on any matter of
accounting principle or practices, audit scope or procedures,
which disagreements, if not resolved to the satisfaction of
the certifying accountant, would have caused it to make
references to the subject matter of the disagreements in
connection with their report. However, in the matter of
financial statement disclosure, subsequent to the release of
the audit report for the year-ended December 31, 1999, a
disagreement arose as to the value or existence of two assets
on the balance sheet, "construction in progress" and
"investment in China Can".
The Grant Thornton audit opinion dated April 28, 2000 was
based on procedures performed as of that date and therefore,
Grant Thornton does not believe that it can comment on events
which occurred subsequent to the date of the audit report. It
is Grant Thornton's opinion that these financial statements
were reported in accordance with United States generally
accepted accounting principles.
In the summer of 2000, the Registrant commissioned Messrs.
Moores Rowland to investigate and review the assets and
properties of the Company. As a result of this investigation,
Messrs. Moores Rowland issued a detailed report on their
findings which was received by the Registrant's Board of
Directors. In that report, Messrs. Moores Rowland raised
significant questions concerning "construction in progress"
and the "investment in China Can". In early August 2000, these
two matters were discussed with Grant Thornton and their input
was solicited. Grant Thornton responded by letter dated August
20, 2000 affirming its original opinion dated April 28, 2000.
Because of the issues raised by the Moores Rowland report, the
Company began its own internal review. This review confirmed
the concerns of Messrs. Moores Rowland. To address these
issues, the Company began negotiations with its former
Chairman and principal shareholder. As a result of these
negotiations an agreement was reached which provided for the
following:
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1. The cancellation of certain contracts relative to the acquisition of
construction-in-progress, licensing and research costs which were
recorded on the books and records of the Company and/or its
subsidiaries. These contracts totalled US$5.87 million and were booked
as assets based on the purchase price or cost. They are being reversed
on the same basis.
2. The repayment of the US$5.87 million referenced in 1 above, will be
made as follows:
1. Bestalong Group Inc. will repay the Company US$1.67 million by
off setting its claim against the Company which previously
appeared in the books and records of the Company as "Due to a
Shareholder".
2. Bestalong Group Inc will transfer the title of a fertilizer
production facility located in the Guizhou Province in The
People's Republic of China ("Guizhou Facility") to the Company.
The value of the Guizhou Facility has been recorded at cost, or
US$1.79 million.
3. Bestalong Group Inc. will surrender to the Company for
cancellation approximately 4.83 million shares of Opal common
stock. (For the purpose of this settlement, these shares are
valued at a price of US$0.50 per share, the same price when these
shares were first issued to Bestalong Group Inc. in 1997 to
acquire the assets under the disputed contracts, effectively
undoing this transaction.)
3. Bestalong Inc, a company that is beneficially owned by Ms. Agnes Koon,
a former director of the Company and the wife of Mr. John Koon, the
Company's former Chairman has also agreed to reverse the transaction
relating to the investment in China Can Holding Inc. by the Company.
This transaction was originally recorded at the book value of the
underlying assets and is being reversed on the same basis.
No agreement was ever reached with Grant Thornton on these issues.
(v) Not applicable
(b) Engagement of New Independent Accountants
On December 6, 2000, the Registrant's board of directors formally engaged
Moores Rowland as its new certifying accountants (the "new accounting firm") to
audit the Registrant's financial statements.
The Registrant, during the two most recent fiscal years and the subsequent
interim periods prior to the engagement of the new accounting firm, did not
consult with the new accounting firm with regard to any of the matters listed in
Regulation S-K Items 304(a)(2)(i) or (ii).
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Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1**Letter from Opal Technologies, Inc. to Grant Thornton dated
August 2, 2000
16.2**Letter from Grant Thornton to Opal Technologies, Inc. dated
August 20, 2000
16.3*Letter from Grant Thornton to Opal Technologies, Inc. dated
December 8, 2000
16.4 Letter from Grant Thornton to Opal Technologies, Inc. dated
February 12, 2001
* Previously filed with Form 8-K/A Amendment No. 1 dated December 20, 2000.
** Previously filed with Form 8-K/A Amendment No. 2 dated January 27, 2001.
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.
OPAL TECHNOLOGIES, INC.
By: /s/ Eric Cheng
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Eric Cheng, President
Date: February 12, 2001
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