SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
January
8, 2007
Date
of
Report (Date of earliest event reported)
PUDA
COAL, INC.
(Exact
name of registrant as specified in its charter)
Florida
|
333-85306
|
65-1129912
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
|
|
426
Xuefu Street, Taiyuan, Shanxi
Province
|
|
|
The
People’s Republic of China,
|
|
030006
|
(Address
of principal executive
offices)
|
|
(Zip
Code)
|
011-86-351-2281300
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 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))
|
Explanatory
Note:
This
Form 8-K/A is being filed to amend and supplement the Form 8-K filed on January
12, 2007 by the registrant in order to attach as an exhibit to this Form 8-K/A
a
letter from our registered independent public accounting firm addressed to
the
Securities and Exchange Commission (“SEC”) pursuant to the requirement of Item
4.02(c) of Form 8-K.
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
(a)(1)
On
January 8, 2007, the registrant determined to further amend its quarterly
reports on Forms 10-QSB for the quarterly periods ended June 30, 2005, September
30, 2005, March 31, 2006, June 30, 2006 and September 30, 2006 and its annual
report on Form 10-KSB for the fiscal year ended December 31, 2005, as amended
and restated, because its previously issued financial statements for the fiscal
periods covered by these reports should no longer be relied upon. No prior
period financial statements will be restated because the quarterly period ended
June 30, 2005 is the first reporting period impacted by the restatements. Ming
Zhao, Chief Executive Officer, Xia Jin, Chief Financial Officer and Wenwei
Tian,
Chief Operating Officer of the registrant made such determination.
(a)(2)
In
connection with the review of Amendment No. 4 to the registrant’s Registration
Statement on Form SB-2, the SEC asked the registrant to explain the basis for
its accounting treatment of an option to purchase Shanxi Puda Coal Group Co.,
Ltd. (formerly Shanxi Puda Resources Co., Ltd.) (“Shanxi Coal”) under an
Exclusive Option Agreement dated June 24, 2005 among Taiyuan Putai Business
Consulting Co. Ltd., Shanxi Coal, and the two shareholders of Shanxi Coal,
Ming
Zhao and Yao Zhao, who are also the two principal shareholders of the registrant
(the “Option”). The registrant determined that the accounting treatment for the
Option as reflected in its financial statements for the above mentioned periods,
as amended and restated, should be revised. As a result of its analysis of
EITF
Topic D-98, the registrant determined that due to the cross-ownership of the
registrant and Shanxi Coal the exercise of the Option can be deemed outside
of
the control of the registrant and, consequently, the accounting for the Option
price, approximately $2,717,000 (RMB22,500,000, the amount of registered capital
of Shanxi Coal), which was originally recorded as paid-in capital under
stockholders’ equity, should be reclassified as temporary equity of the
registrant under a caption “Option to buy-out Shanxi Coal.” The restatement has
the effect of decreasing stockholders’ equity by $2,717,000 and increasing
“Option to buy-out Shanxi Coal” by the same amount for each period referenced
above.
(a)(3)
Moore Stephens ("MS"), the registrant's independent accountant, discussed with
the registrant's officers the above-referenced matters.
(b)(1)
On
January 8, 2007, MS advised the registrant that the financial statements in
its
quarterly reports on Forms 10-QSB for the quarterly periods ended June 30,
2005,
September 30, 2005, March 31, 2006, June 30, 2006 and September 30, 2006 and
its
annual report on Form 10-KSB for the fiscal year ended December 31, 2005, as
amended and restated, needed to be further amended.
(b)(2)
Specifically, MS advised that the accounting for the Option price should be
reclassified from permanent to temporary equity under the caption of “Option to
buy-out Shanxi Coal”;
(b)(3)
MS
has discussed with the registrant's officers the above-referenced
matters.
The
registrant will file amendments to quarterly reports on Forms 10-QSB/A and
an
amendment to annual report on Form 10-KSB/A including the revised financial
statements for the above-referenced periods as soon as practical.
The
registrant provided MS with a copy of the current report on Form 8-K filed
on
January 12, 2007 simultaneously with the filing hereof, and requested that
MS
state whether or not it agrees with the statements made by the registrant in
response to this Item 4.02, and if not, stating the respects in which it does
not agree. A copy of the letter from MS is attached as Exhibit
7.1.
Item
9.01 Exhibits
(c)
The
following exhibit is filed herewith.
7.1
Letter of Moore Stephens dated January 16, 2007.
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 thereunto
duly authorized.
|
|
|
|
PUDA
COAL, INC.
|
Date:
January 17, 2007
|
|
|
/s/
Ming Zhao
|
|
|
|
|
|
Name:
Ming Zhao
|
|
|
|
Title:
Chief Executive Officer
|