-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpSOMqbERcJL3zaTYtmkBuy+5VML0qtgcEMy+G5+PpMKm2WuhrNzLOn2oTf1fQfN Mj46cITiLG2kAf4dlKbt5w== 0001010549-10-000476.txt : 20100810 0001010549-10-000476.hdr.sgml : 20100810 20100810163636 ACCESSION NUMBER: 0001010549-10-000476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100806 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100810 DATE AS OF CHANGE: 20100810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA PROSPEROUS CLEAN ENERGY Corp CENTRAL INDEX KEY: 0001402159 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 270141061 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53224 FILM NUMBER: 101005383 BUSINESS ADDRESS: STREET 1: WEST SIDE, TRANSPORTATION GAS FILLING CT STREET 2: ANGANG AVE-MIDDLE PART, YINDU DISTRICT CITY: ANYANG, HENAN PROVINCE STATE: F4 ZIP: 455000 BUSINESS PHONE: 86-372-3166864 MAIL ADDRESS: STREET 1: WEST SIDE, TRANSPORTATION GAS FILLING CT STREET 2: ANGANG AVE-MIDDLE PART, YINDU DISTRICT CITY: ANYANG, HENAN PROVINCE STATE: F4 ZIP: 455000 FORMER COMPANY: FORMER CONFORMED NAME: Acropolis Precious Metals, Inc. DATE OF NAME CHANGE: 20070606 8-K 1 chpc8k081010.htm CHINA PROSPEROUS CLEAN ENERGY CORPORATION chpc8k081010.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):
August 06, 2010
 
CHINA PROSPEROUS CLEAN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
 
         
Nevada
  
333-144202
  
27-0141061
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
4923-Natural Gas
Transmission & Distribution
  
 
0001402159
    
(Standard Industrial Classification)
  
(Central Index Key)
    
 

West Side, Public Transportation Gas Filling Center,
Angang Avenue-Middle Part, Yindu District,
Anyang, Henan Province,
Postal code: 455000
The People’s Republic of China
 (Address of principal executive offices, including zip code)

86-372-3166864
 (Registrant’s telephone number, including area code)

Copy of Communication to:
Bernard & Yam, LLP
Attention: Bin Zhou, Esq.
401 Broadway Suite 1708
New York, NY 10013
Phone: 212-219-7783
Facsimile: 212-219-3604 
 
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))
 

 
 
 
 
 
On this Form 8-K current report, the registrant, China Prosperous Clean Energy Corporation, is hereinafter referred as "we", “us”, or "Company". 
 
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On our management’s recommendation and in consultation with Patrizio & Zhao, LLC, our independent registered public accounting firm, we concluded on August 06, 2010 that the consolidated financial statements for the fiscal year ended December 31, 2007 and the fiscal year ended December 31, 2008, as presented in our Annual Report on Form 10-K filed on March 31, 2009, should no longer be relied upon due to the accounting issues set forth below.

(1) Disclosure of the impact of China’s foreign currency regulation on us; (2) auditor’s opinion on the consolidated financials statements for year ended December 31, 2007; (3) classification of the share exchange transaction between us and Origin Orbit  on June 30, 2008 as a reverse merger recapitalization in the Statements of Changes in Shareholders’ Equity; (4) our classification of transportation costs as a component of cost of goods sold in compliance of U.S. GAAP; (5) classification of our business operations into three segments and report of information of each segment in consolidated financial statements; (6) reconciliation of our income tax expenses; (7) disclosure of supplier concentration.
 
Accordingly, we restate our consolidated financial statements for the fiscal year ended December 31, 2007 and for the fiscal year ended December 31, 2008 by disclosing the effect of these errors in an amended Form 10-K for the fiscal year ended December 31, 2008.
 
Our Board of Directors and executive officers have discussed the above matters with Patrizio & Zhao, LLC and provided Patrizio & Zhao, LLC with a copy of such disclosure. Patrizio & Zhao, LLC has provided us with a letter relative to their review of this disclosure which is filed herewith as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

     
Exhibit
  
Description
99.1
  
Letter from Independent Public Accounting Firm, dated August 06, 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.
         
Date: August 06, 2010
  
China Prosperous Clean Energy Corporation
    
         
   
/s/Hongjie Zhou
    
   
Hongjie Zhou
    
   
Acting Chief Financial Officer
    

 
 
 
 
 
 
EX-99.1 2 chpc8kex991081010.htm LETTER FROM INDEPENDENT PUBLIC ACCOUNTING FIRM chpc8kex991081010.htm
Exhibit 99.1

August 06, 2010

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:
 
We were engaged as the independent registered accounting firm for China Prosperous Clean Energy Corporation (the “Company”) on September 9, 2008. We have read the Company’s statements included under Item 4.02 of its Form 8-K dated August 06, 2010 and agree with such statements.
 


Very truly yours,


/s/ Patrizio & Zhao, LLC


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