0001448788-13-000083.txt : 20130513 0001448788-13-000083.hdr.sgml : 20130513 20130513161943 ACCESSION NUMBER: 0001448788-13-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130507 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20130513 DATE AS OF CHANGE: 20130513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Logistics Group Inc CENTRAL INDEX KEY: 0001123493 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 651001686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31497 FILM NUMBER: 13837601 BUSINESS ADDRESS: STREET 1: 23F. GUTAI BEACH BUILDING NO. 969, STREET 2: ZHONGSHAN ROAD (SOUTH) CITY: SHANGHAI STATE: F4 ZIP: 200011 BUSINESS PHONE: 86-21-63355100 MAIL ADDRESS: STREET 1: 23F. GUTAI BEACH BUILDING NO. 969, STREET 2: ZHONGSHAN ROAD (SOUTH) CITY: SHANGHAI STATE: F4 ZIP: 200011 FORMER COMPANY: FORMER CONFORMED NAME: MediaREADY Inc DATE OF NAME CHANGE: 20060927 FORMER COMPANY: FORMER CONFORMED NAME: VIDEO WITHOUT BOUNDARIES INC DATE OF NAME CHANGE: 20011115 FORMER COMPANY: FORMER CONFORMED NAME: VALUSALES COM INC DATE OF NAME CHANGE: 20000909 8-K 1 chlo8-k.htm CHINA LOGISTICS GROUP, INC FORM 8-K chlo8-k.htm
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)                                                                                     May 7, 2013
 

CHINA LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)

Florida
0-31497
65-1001686
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

23F. Gutai Beach Building No. 969, Zhongshan Road (South), Shanghai, China
200011
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code
86-21-63355100

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 Audit Report.

On May 7, 2013, the Board of Directors of China Logistics Group, Inc. determined that certain of the company’s historical consolidated financial statements could no longer be relied upon as a result of errors in these financial statements, including:

 
•
the consolidated unaudited financial statements for the first three quarters of the years ended December 31, 2012, 2011 and 2010, and
 
•
the consolidated audited financial statements for the years ended December 31, 2011, 2010 and 2009.

For 2011, we have determined that we incorrectly understated accounts receivable, net, advances to suppliers and accounts payable and accrued expenses and overstated the beginning accumulated deficit. For 2010, we have determined that we incorrectly overstated accounts receivable, net, accounts payable and accrued expenses and the beginning accumulated deficit.  For 2009, we have determined that we incorrectly overstated accounts payable and accrued expenses.  We expect these restatements to have the following approximate impact on our net income (loss):

•           an increase of $519,000 for the year ended December 31, 2009,
•           $0 for the year ended December 31, 2010,
•           an increase  of $131,423 for the year ended December 31, 2011.

We expect to file the following amended reports as soon as practicable:

•           an amended Annual Report on Form 10-K for the year ended December 31, 2011 which will include the restated consolidated balance sheets at December 31, 2011 and 2010 and the restated consolidated statements of operations and comprehensive income (loss), restated consolidated statements of changes in stockholders’ equity (deficit), and restated consolidated statement of cash flows for the years ended December 31, 2011,

•           an amended Quarterly Report on Form 10-Q for the period ended March 31, 2012 which will include the restated consolidated balance sheet at March 31, 2012 and December 31, 2011 and the restated consolidated statement of operations and comprehensive income (loss) and restated consolidated statement of cash flows for the for the three months ended March 31, 2012 and 2011,

•           an amended Quarterly Report on Form 10-Q for the period ended June 30, 2012 which will include the restated consolidated balance sheet at June 30, 2012 and December 31, 2011 and the restated consolidated statement of operations and comprehensive income (loss) and restated consolidated statement of cash flows for the for the three and six months ended June 30, 2012 and 2011, and

•           an amended Quarterly Report on Form 10-Q for the period ended September 30, 2012 which will include the restated consolidated balance sheets at September 30, 2012 and December 31, 2011 and the restated consolidated statement of operations and comprehensive income (loss) and restated consolidated statement of cash flows for the for the three and nine months ended September 30, 2012 and 2011.

All of these amended filings will include the cumulative impact of the correction of the errors in our 2009 audited financial statements.

Our Chief Financial Officer has discussed the matters disclosed in this report with both RBSM LLP, our current independent registered public accounting firm, and Sherb & Co., LLP, our former independent registered public accounting firm which issued the audit report on our financial statements at December 31, 2011, 2010 and 2009 and for the years then ended.


 
 
 


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 LOGISTICS GROUP, INC.

Date:           May 13, 2013                                                                           By: /s/ Wei Chen
Wei Chen,
CEO and President