SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
January 2, 2015
KEYUAN PETROCHEMICALS, INC.
(EXACT NAME OF REGISTRANT
AS SPECIFIED IN CHARTER)
Nevada |
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333-124837 |
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45-0538522 |
(STATE OR OTHER
JURISDICTION OF
INCORPORATION
OR
ORGANIZATION) |
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(COMMISSION FILE NO.) |
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(IRS EMPLOYEE
IDENTIFICATION NO.) |
Qingshi Industrial Park
Ningbo Economic & Technological Development
Zone
Ningbo, Zhejiang Province
P.R. China 315803
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
(86) 574-8623-2955
(ISSUER TELEPHONE
NUMBER)
Silver Pearl Enterprises, Inc.
1541 E. Interstate 30
Rockwall, Texas 75087
(FORMER NAME OR FORMER
ADDRESS, IF CHANGED SINCE LAST REPORT)
Copies to:
Hunter Taubman Weiss LLP
130 W 42nd Street, Suite 1008
New York, NY 10038
Tel: 212-732-7184
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 – Matters Related To Accountants and Financial
Statements
Item 4.01 |
Changes in Registrant’s Certifying Accountant |
| (a) | On December 4, 2014, in connection with the filing of our Form 10-Q for the periods ended September
30, 2014, GHP Horwath, P.C. (“GHP Horwath”) completed the terms of its engagement letter that included the audit of
the Company’s financial statements included in our Form 10-K for fiscal year 2013, and the reviews of the Company’s
interim financial statements included in our Forms 10-Q for the periods ended March 31, 2014, June 30, 2014 and September 30, 2014.
In connection with the audit and the reviews, we and GHP Horwath had been discussing our inability to devote significant resources
to the planned remediation of our controls and procedures with regard to financial reporting due to cash constraints we have been
experiencing. Although we have been making efforts to remediate the material weaknesses and significant deficiencies identified
in connection with prior years’ audits, including adopting a related party transaction tracking system, establishing and
enhancing accounting management systems, enforcing controls and monitoring of project budgets, and providing accounting staff with
GAAP trainings, we have been unable to fully implement GHP Horwath’s recommendations at this time. In addition, we decided
not to commence planning or other discussions with GHP Horwath regarding the fiscal year 2014 audit in consideration of our cash
constraints and started actively looking for possible alternative accountants. On January 2, 2015, and consistent with our prior
discussions, GHP Horwath issued a letter to our Audit Committee stating that it declined to stand for re-appointment due to the
failure to demonstrate changes made to “significantly improve the control environment.” We accepted their letter and
are continuing with our search for a replacement independent accountant. |
From
July 5, 2011 when GHP Horwath was engaged, and subsequently through January 2, 2015, there were no disagreements between us and
GHP Horwath on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of GHP Horwath would have caused them to make reference to the subject
matter of the disagreements in connection with its reports.
The audit reports of GHP Horwath
on the consolidated financial statements of the Company as of and for the years ended December 31, 2012 and 2013 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to audit scope, or accounting principles.
The audit reports of GHP Horwath on the consolidated financial statements of the Company as of and for the each of the years ended
December 31, 2012 and 2013 included an explanatory paragraph relating to the Company’s ability to continue as a going
concern, and the audit report of GHP Horwath on the consolidated financial statements of the Company as of and for the year ended
December 31, 2012 included explanatory paragraphs related to unusually important events that occurred in 2011 and significant
transactions and relationships with related parties and certain other parties
The two letters from GHP Horwath
are attached as Exhibits 16.1 and 16.2 to this Form 8-K.
SECTION 9 –Financial Statements and
Exhibits
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
16.1. |
Letter from GHP Horwath, P.C., dated January 8, 2015
addressed to the Securities and Exchange Commission. |
16.2 |
Letter from GHP Horwath, P.C., dated January
2, 2015 addressed to the Audit Committee of the Company. |
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.
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Keyuan Petrochemicals, Inc. |
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Date: January 8, 2015 |
By: |
/s/ Chunfeng Tao |
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Name: Chunfeng Tao |
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Title: Chief Executive Officer |
3
Exhibit 16.1
January 8, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Keyuan Petrochemicals, Inc.
We have read the statements made by Keyuan Petrochemicals, Inc.
in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have
no basis to agree or disagree with other statements made in Item 4.01 of this Form 8-K.
Yours truly,
/s/ GHP Horwath, P.C.
Denver, Colorado
Exhibit 16.2
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GHP
Horwath, P.C.
Member Crowe Horwath International
1670 Broadway, Suite 3000
Denver, CO 80202
+1.303.831.5000 Tel
+1.303.831.5032 Fax
www.ghphorwath.com |
January 2, 2015
The Audit Committee
Keyuan Petrochemcals, Inc.
Qingshi Industrial Park
Ningbo Economic & Technological
Development Zone
Ningbo, Zhejiang Province
P.R. China 315803
Dear Members of the Audit
Committee:
In connection with our audit
of the consolidated financial statements of Keyuan Petrochemicals, Inc. for the year ended December 31, 2013, we identified, in
our letter dated May 21, 2014, deficiencies in internal controls that we consider to be material weaknesses and significant deficiencies.
Certain of these material weaknesses and significant deficiencies were also identified in connection with prior years' audits.
Also in that letter, and in our conversations throughout 2014, we recommended that the Audit Committee, the Board of Directors
and management "make changes to significantly improve the control environment". To date, management has not demonstrated
to us that changes have been made, or that a plan for changes has been developed or implemented.
As a result of the failure
to make changes, or develop and implement a plan to make changes, that significantly improved internal control, we find it necessary
to decline to stand for re-appointment as the Company's independent registered public accounting firm effective as of the date
of this letter.
Very truly yours,
GHP HORWATH, P.C.
cc: |
Mr. Chunfeng Tao, Chief Executive Office &
Chairman |
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Mr. Lou Taubman, Hunter Taubman Weiss,
LLP |
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Ms. Arila Zhou, Hunter Taubman Weiss,
LLP |
GHP Horwath, P.C. is a member firm of Crowe Horwath International,
a Swiss verein (Crowe Horwath). Each member firm of Crowe Horwath is a separate and independent legal entity. GHP Horwath, P.C.
and its affiliates are not responsible or liable for any acts or omissions of Crowe Horwath or any other member of Crowe Horwath
and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Horwath or any other Crowe Horwath
member.