-----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, QaSsbjvT/9VZfXy0/y3z4g8o+iqPc0dZOVDUYi3fyThRiR1arf2aIlPyX+xlIdm/ YuExBQeopVS+bvxT7moKZg== 0000930413-06-008972.txt : 20061229 0000930413-06-008972.hdr.sgml : 20061229 20061229110021 ACCESSION NUMBER: 0000930413-06-008972 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061229 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant 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: 20061229 DATE AS OF CHANGE: 20061229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACL SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000934445 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 161642709 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50140 FILM NUMBER: 061304352 BUSINESS ADDRESS: STREET 1: 28 GLANA DR CITY: HAWTHORNE STATE: NJ ZIP: 02506 BUSINESS PHONE: 2012380056 FORMER COMPANY: FORMER CONFORMED NAME: PRINT DATA CORP DATE OF NAME CHANGE: 20011025 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL MARKETING & ENTERTAINMENT INC DATE OF NAME CHANGE: 19941219 8-K/A 1 c45925_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 29, 2006 (Date of Report) ACL SEMICONDUCTORS INC. (Exact name of registrant as specified in its charter) DELAWARE 000-50140 16-1642709 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) B24-B27,1/F., BLOCK B, PROFICIENT INDUSTRIAL CENTRE, 6 WANG KWUN ROAD, KOWLOON, HING KONG (Address of principal executive offices) 011- 852-2799-1996 (Registrant's telephone number, including area code) (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 obligations 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 4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. By letter dated December 19, 2006, Registrant was notified by Stonefield Josephson, Inc. ("SJI"), its former accountants (See Registrant's Report on Form 8-K filed December 20, 2006 reporting Registrant's change in its certifying accountant), that, based on SJI's becoming aware of certain information related to Registrant's obligations with respect to guarantees of bank debt of Classic Electronics Ltd. ("Classic"), SJI has concluded that Registrant should have consolidated the financial statements of Classic with the Company's financial statements as of and for the interim periods ended March 31, 2006 and June 30, 2006, in accordance with the requirements of FASB Interpretation No. 46(R) (As Amended), CONSOLIDATION OF VARIABLE INTEREST ENTITIES, and not presenting consolidated financial statements including Classic has a material impact on such interim financial statements. SJI's letter further notified the Registrant that SJI has, as defined by Item 304(a)(1) of Regulation S-K, a disagreement with Registrant in the application of accounting principles which, if not resolved to SJI's satisfaction, would have caused SJI to make reference to the subject matter of the disagreement in connection with their report. Registrant disagrees with SJI's conclusions. Registrant has consulted with its newly appointed accountants Jeffrey Tsang & Co. ("JTC") regarding the applicability of FIN 46 in connection with the matters referenced herein. The advice provided by JTC was an important factor considered by Registrant in reaching a decision as to the reporting issue. In its letter dated December 19, 2006, filed as Exhibit 16.2 to Registrant's report on Form 8-K filed on December 20, 2006, JTC expressed the view that that a consolidation of the Registrant and Classic was not required under FIN 46 because such cross corporate guarantees were: (a) temporary in nature and released at the date of issue of such report, (b) had no adverse implication or expected impact on the financial position of the Registrant as the cross-guarantees given by the Registrant were fully secured by collateral provided by Classic, and (c) did not crystallize any gain or loss on the Registrant. By 2 additional letters dated December 28, 2006, JTC maintained this view but requested the Registrant to issue the respective Form 10-Q/A for the interim periods ended March 31, 2006 and June 30, 2006 to incorporate the note disclosure of that cross guarantee given to Standard Chartered Bank (Hong Kong) Limited. With respect to the issues regarding the applicability of FIN 46 in connection with Classic, please refer to Registrant's Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on December 20, 2006, which report is amended hereby. In accordance with Section 4.02(c) of Form 8-K, Registrant has provided SJI with a copy of this Form 8-K/A and has requested SJI to furnish Registrant as promptly as possible a letter addressed to the Commission whether SJI agrees with the statements made by Registrant in this Form 8-K/A and, if not, stating the respects in which it does not agree. Registrant will further amend this Form 8-K/A no later than two business days after Registrant's receipt of the letter. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) None. -2- (b) None. (c) Exhibits. 16.1 Letter from Stonefield Josephson, Inc. dated December 19, 2006. 16.2 Letter from Jeffrey Tsang & Co. dated December 19, 2006 to the Registrant* 16.3 Letter from Jeffrey Tsang & Co. dated December 28, 2006 with respect the Registrant's Form 10-Q/A covering the interim period ended March 31, 2006. 16.4 Letter from Jeffrey Tsang & Co. dated December 28, 2006 with respect the Registrant's Form 10-Q/A covering the interim period ended June 30, 2006. * Previously filed as an exhibit to the Registrant's Form 8-K (File No. 000-50140) filed on December 20, 2006. -3- SIGNATURE 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. Dated: December 29, 2006 ACL SEMICONDUCTORS INC. By: /s/ KENNETH LAP-YIN CHAN -------------------------------- Name: Kenneth Lap-Yin Chan Title: Chief Financial Officer -4- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ------------- 16.1 Letter from Stonefield Josephson, Inc. dated December 19, 2006. 16.2 Letter from Jeffrey Tsang & Co. dated December 19, 2006 to the Registrant* 16.3 Letter from Jeffrey Tsang & Co. dated December 28, 2006 with respect the Registrant's Form 10-Q/A covering the interim period ended March 31, 2006. 16.4 Letter from Jeffrey Tsang & Co. dated December 28, 2006 with respect the Registrant's Form 10-Q/A covering the interim period ended June 30, 2006. * Previously filed as an exhibit to the Registrant's Form 8-K (File No. 000-50140) filed on December 20, 2006. -5- EX-16.1 2 c45925_ex16-1.txt STONEFIELD JOSEPHSON, INC. - ---------------- Certified Public Accountants Business Advisors December 19, 2006 Mr. Kenneth Lap-Yin Chan Chief Financial Officer ACL Semiconductors, Inc. B24-B27, 1/F., Block B Proficient Industrial Centre 6 Wang Kwun Road Kowloon Bay Kowloon, Hong Kong Dear Mr. Chan, As you are aware, in the course of performing our interim review procedures with respect to the financial statements of ACL Semiconductor, Inc. ("the Company") for the quarter ended September 30, 2006, we became aware of certain information related to the company's obligations with respect to guarantees of bank debt of Classic Electronics Ltd. ("Classic"). After further review and investigation, such information has lead us to conclude that (i) the company should have consolidated the financial statements of classic with the Company's financial statements as of and for the interim periods ended March 31, 2006 and June 30, 2006, in accordance with the requirements of FASB Interpretation No. 46(R) (As Amended), Consolidation of Variable Interest Entities, and (ii) not presenting consolidated financial statements including Classic has a material impact on the aforementioned interim financial statements. Furthermore, with respect the above matter, this will notify you that we have, as defined by Item 304(a)(1) of Regulation S-K, a disagreement with the Company in the application accounting principles which if not resolved to our satisfaction, would have caused us to make reference to the subject matter of the disagreement in connection with our report. Due to the Company' notification to us that we have been dismissed as the Company's auditor of record, we will not be in a position to resolve this matter to our satisfaction. As a result of the above matters, we hereby notify the Company that disclosure should be made or action should be taken to prevent future reliance on our previously completed interim reviews related to the Company's financial statements as of and for the interim periods ended March 31, 2006 and June 30, 2006. We remind you of your disclosure obligations under Item 4.01 and Items 4.02(b)-(c) of Form 8-K with regard to the above matters. Very Truly Yours, /s/ Stonefield Josephson, Inc. Stonefield Josephson, Inc. cc: Mr. Chung-Lun Yang, Chairman of the Board of Directors EX-16.3 3 c45925_ex16-3.txt JEFFREY TSANG & CO. CERTIFIED PUBLIC ACCOUNTANTS Unit 1104, 11/F, Fourseas Building, 208 Nathan Road, Kowloon, Hong Kong SAR. Tel: (852) 2781 1606 Fax: (852) 2783 0752 E-mail: info@hkjtc.com - -------------------------------------------------------------------------------- REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ACL SEMICONDUCTORS INC. (A DELAWARE CORPORATION) We have reviewed the accompanying balance sheet of ACL Semiconductors Inc. ("ACL") as of March 31, 2006, and the statements of income and cash flows for each of the three-month periods ended March 31, 2006 and March 31, 2005. These interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. During our review, we noted that on February 21, 2006, a cross corporate guarantee was executed between Classic Electronics Limited ("Classic") and Atlantic Components Limited ("Atlantic") for banking facilities to be co-utilized with Standard Chartered Bank (Hong Kong) Limited. The maximum amount of facilities can be utilized by Atlantic was $1.154 millions (HKD9 millions) and the facility lines was fully covered by collaterals provided by Classic and companies other than Atlantic. Subsequently, the cross guarantees have been released on December 7, 2006. As such cross corporate guarantee: 1. was temporary in nature and released at the date of issue of this Form 10-Q/A; 2. had no adverse implication or expected impact on the financial position of ACL as the cross-guarantee given by ACL were fully secured by collateral provided by Classic; and 3. in fact did not crystallize any gain or loss on ACL, your Directors considered FIN 46 was not applicable. On this issue, your ex-auditors, Stonefield Josephson, Inc. were in disagreement with the Directors and requested consolidation of the results of Classic for the 3-month period ended March 31, 2006 and de-consolidation of such results for the year ending December 31, 2006. In the opinion of your Directors, the benefits of adoption of this FIN 46 accounting policy cannot outweigh the costs. Most importantly, as the Directors have abandoned the strategic initiative to acquire Classic in the foreseeable future, the temporary consolidation of the results and financial position of Classic will effectively make ACL's financial statements incomparable to its past and future filings. It will not make ACL's financial statements present more fairly its financial position, results of operations and cashflows for the 3-month period then ended. 1 Based on our review, we concur with the above interpretation and are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles. /s/ Jeffrey Tsang &Co. JEFFREY TSANG & CO. CERTIFIED PUBLIC ACCOUNTANTS Hong Kong December 28, 2006 2 EX-16.4 4 c45925_ex16-4.txt JEFFREY TSANG & CO. CERTIFIED PUBLIC ACCOUNTANTS Unit 1104, 11/F, Fourseas Building, 208 Nathan Road, Kowloon, Hong Kong SAR. Tel: (852) 2781 1606 Fax: (852) 2783 0752 E-mail: info@hkjtc.com - -------------------------------------------------------------------------------- REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ACL SEMICONDUCTORS INC. (A DELAWARE CORPORATION) We have reviewed the accompanying balance sheet of ACL Semiconductors Inc. ("ACL") as of June 30, 2006, and the statements of income and cash flows for each of the six-month periods ended June 30, 2006 and June 30, 2005. These interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. During our review, we noted that on February 21, 2006, a cross corporate guarantee was executed between Classic Electronics Limited ("Classic") and Atlantic Components Limited ("Atlantic") for banking facilities to be co-utilized with Standard Chartered Bank (Hong Kong) Limited. The maximum amount of facilities can be utilized by Atlantic was $1.154 millions (HKD9 millions) and the facility lines was fully covered by collaterals provided by Classic and companies other than Atlantic. Subsequently, the cross guarantees have been released on December 7, 2006. As such cross corporate guarantee: 1. was temporary in nature and released at the date of issue of this Form 10-Q/A; 2. had no adverse implication or expected impact on the financial position of ACL as the cross-guarantee given by ACL were fully secured by collateral provided by Classic; and 3. in fact did not crystallize any gain or loss on ACL, your Directors considered FIN 46 was not applicable. On this issue, your ex-auditors, Stonefield Josephson, Inc. were in disagreement with the Directors and requested consolidation of the results of Classic for the 6-month period ended June 30, 2006 and de-consolidation of such results for the year ending December 31, 2006. In the opinion of your Directors, the benefits of adoption of this FIN 46 accounting policy cannot outweigh the costs. Most importantly, as the Directors have abandoned the strategic initiative to acquire Classic in the foreseeable future, the temporary consolidation of the results and financial position of Classic will effectively make ACL's financial statements incomparable to its past and future filings. It will not make ACL's financial statements present more fairly its financial position, results of operations and cashflows for the 6-month period then ended. 1 Based on our review, we concur with the above interpretation and are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles. /s/ Jeffrey Tsang & Co. JEFFREY TSANG & CO. CERTIFIED PUBLIC ACCOUNTANTS Hong Kong December 28, 2006 2 -----END PRIVACY-ENHANCED MESSAGE-----