Current Report Filing (8-k)
18 4월 2017 - 7:05PM
Edgar (US Regulatory)
UNITED STATES
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):
April 17, 2017
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SAN LOTUS HOLDING INC.
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(
Exact name of
registrant as specified in its charter)
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California
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333-176694
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45-2960145
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(State or other
jurisdiction of
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(Commission
File Number)
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(IRS Employer
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incorporation
or organization)
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Identification
No.)
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3F
B302C, No. 185 Kewang Road
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Longtan
District, Taoyuan City 325
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Taiwan, R.O.C.
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(Address of
principal executive offices)
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(Zip code)
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Registrant’s telephone number,
including area code:
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+886-3-407-2339
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N/A
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(Former name or
former address, if changed since last report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.02 Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report.
On March 31, 2017, the Company’s Board
of Directors concluded to restate the previously-issued financial statements
included in the Company’s Form 10-K/A filed on March 11, 2016, and concluded to
amend the Company’s Form 10-Q respectively filed on May 6; August 12; and
November 4, 2016 as promptly as possible, and we expect to re-file those Form
10-Qs by April 30, 2017. The measurement of those restatements was concluded on
April 17, 2017.
The Company’s Form 10-K for the year ended on December 31, 2016
filed on or before April 17, 2017 shall update and correct the previous-issued financial
information included in the Company’s Form 10-K/A filed on March 11, 2016. Accordingly,
because of these changes, the financial statements included in the Company’s Form
10-K/A filed on March 11, 2016
should no longer be relied upon. Additionally, the
financial statements included in the Company’s 10-Q respectively filed on May
6; August 12; and November 4, 2016 shou
ld no longer
be relied upon. Our restatements will address followings: (1)
Correction
of the purchase price equation for the acquisition of Mao Ren International
Inc., which required the reassessment of the carrying amount at initial
recognition due to the acquisition being a related party transaction; (2)
Correction of revenue recognition that required the Company to book revenues on
a net basis rather than gross in accordance with rules on agent versus
principal; (3) Corrections of accounts that related to the above two items
such as accounts receivable, unearned revenues, and prepaid expenses; and (4)
Reclassification of related
party balances to separately disclose them.
The Company consulted with its
independent accountant on the correction of previously-issued financial statements
included in its Form 10-K/A filed on March 11, 2016 and the amendments to the
Form 10-Q respectively filed on May 6; August 12; and November 4, 2016.
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.
Dated: April 17,
2017
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SAN LOTUS
HOLDING INC.
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By:
/s/Chen,
Kuan-Yu
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Chen, Kuan-Yu
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Chairman of
the Board
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San Lotus (GM) (USOTC:SLOT)
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