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): August 30, 2018
CHINA
AUTO LOGISTICS INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-34393 |
|
98-065797 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
Floor
1 FTZ International Auto Mall 86 Tianbao Avenue, Free Trade Zone
Tianjin
Province, The People’s Republic of China 300461
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (86) 22-2576-2771
(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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant
Resignation
of Independent Registered Public Accounting Firm
Effective
August 30, 2018, Marcum Bernstein & Pinchuk LLP (“MBP”) resigned as the independent registered public accounting
firm of China Auto Logistics Inc. (the “Company”). A copy of MBP’s resignation letter is filed as Exhibit
99.1 to this Form 8-K.
As
previously disclosed in the Company’s Form 8-K dated April 10, 2018, the Audit Committee of the Company’s board of
directors initiated an investigation into certain allegations of undisclosed related party transactions. To assist with the investigation,
the Audit Committee engaged independent counsel. At that time, MBP communicated to the Audit Committee that, due to information
surrounding the ongoing investigation, MBP would not be able to complete its audit of the Company’s 2017 financial statements
until the investigation was completed to MBP’s satisfaction.
As
disclosed in the Company’s Form 8-K dated August 27, 2018, the independent counsel withdrew from its representation of the
Audit Committee with respect to the investigation. As a result, MBP determined that the Company is unable to provide the information
that MBP requires to determine whether the results of the investigation would either materially impact the fairness or reliability
of the Company’s previously issued financial statements, the Company’s to-be-issued financial statements, or cause
MBP to be unwilling to rely on management's representations or be associated with the Company’s financial statements.
Consequently,
MBP concluded that it was unable to complete the audit and therefore resigned.
The
report of MBP on the Company’s financial statements for the year ended December 31, 2016 did not contain any adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except
that the report included an explanatory paragraph describing an uncertainty as to the Company’s ability to continue as a
going concern.
Other
than as described in this Form 8-K, during the fiscal years ended December 31, 2016 and December 31, 2017 and the subsequent interim
period through August 30, 2018 (i) there were no disagreements between the Company and MBP on any matters of accounting principles
or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of MBP
would have caused MBP to make reference to the matter of the disagreement in connection with its report on the Company’s
financial statements and (ii) there were no “reportable events” (as that term is described in Item 304(a)(1)(v) of
Regulation S-K), and except for, as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2016, MBP advised the Company and the Company concluded that there was a material weakness in the control environment
of the Company related to the Company’s accounting department personnel who had limited knowledge and experience in US GAAP.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided MBP with a copy of the foregoing disclosure and requested
MBP to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy
of the letter furnished by MBP is filed as Exhibit 16.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this 8-K.
SIGNATURE
PAGE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
September 5, 2018
| |
CHINA
AUTO LOGISTICS INC. |
| |
|
|
| |
By: |
/s/
Jin Yan |
| |
Name: |
Jin
Yan |
| |
Title: |
Chief
Operating Officer |
2
