Kiwa Bio-Tech Products Group Corporation (OTCMKTS:KWBT) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrants Certifying Accountants
| (a) |
On February 15, 2017, the Board of Directors of Kiwa Bio-Tech Products Group Corporation (Kiwa or Company) decided to engage DYH Co. as independent principal accountant and auditor to report on the Companys financial statements for the fiscal year ended December 31, 2016, including performing the required quarterly reviews. |
In conjunction with the new engagement, the Company has dismissed
its former accountant, Paritz Co., P.A., Hackensack, NJ (Paritz),
as the Companys principal accountant effective February 22, 2016.
Paritz has served the Company well since 2013. Under Item 304 of
Regulation S-K, the reason for the auditor change is dismissal,
not resignation nor declining to stand for re-election.
During the two most recent fiscal years and the interim period
through the date of the dismissal, there were no disagreements
with Paritz on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to Paritzs satisfaction,
would have caused Paritz to make reference to the subject matter
of the disagreements in connection with its reports.
During the two most recent fiscal years through the date of
dismissal, the reports of Paritz did not contain any adverse
opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principles other than the
following:
1) The Report of Independent Registered Public Accounting Firm
issued by Paritz on June 25, 2015 with respect to the Companys
audited financial statements for the year ended December 31, 2014
contained the following statement:
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 3 to the consolidated financial statements, the Companys
current liabilities substantially exceeded its current assets by
$8,944,097 at December 31, 2014. The Company had no sales during
the years ended December 31, 2014 and 2013, had an accumulated
deficit of $18,608,154 and stockholders deficiency of $10,807,861
as of December 31, 2014. These circumstances, among others, raise
substantial doubt about the Companys ability to continue as a
going concern. Managements plans in regard to these matters are
described in note 3. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
2) The Report of Independent Registered Public Accounting Firm
issued by Paritz on April 1, 2016 with respect to the Companys
audited financial statements for the year ended December 31, 2015
contained the following statement:
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 3 to the consolidated financial statements, the Companys
current liabilities substantially exceeded its current assets by
$9,330,130 at December 31, 2015. The Company had no sales during
the years ended December 31, 2015 and 2014, had an accumulated
deficit of $20,324,812 and stockholders deficiency of $11,100,454
as of December 31, 2015. These circumstances, among others, raise
substantial doubt about the Companys ability to continue as a
going concern. Managements plans in regard to these matters are
described in note 3. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
3) Paritz has periodically communicated to the Company, which the
Company has reported in its filings with the U.S. Securities and
Exchange Commission, the existence of a material weakness in the
Companys internal controls over its financial reporting. The
specific material weaknesses identified as of December 31, 2015
was described as follows:
|
The Company did not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States of America commensurate with the Companys financial reporting requirements, which resulted in a number of internal control deficiencies that were identified as being significant. The Companys management determined that the number and nature of these significant deficiencies, when aggregated, constituted a material weakness. |
|
The Company lacks qualified resources to perform the |
||
| The Company does not currently have an audit committee. |
The Company has acknowledged these material weaknesses and
concluded that, while such material weaknesses exist, in light of
the Companys financial situation and limited operations, the
risks associated with the dependence upon Mr. Sharpe as compared
to the potential benefits of adding new employees, does not
justify the expense that would need to be incurred to remedy this
situation.
During the two most recent fiscal years, there were no reportable
events (as defined in Regulation S-K Item 304(a)(1)(v)).
The Company has requested that Paritz furnish it with a letter
addressed to the Securities and Exchange Commission (SEC) stating
whether or not Paritz agreed with the above statements. A copy of
Paritzs response letter will be filed as an amendment to this
Form 8-K.
| (b) |
On February 15, 2017, the Company approved the engagement of DYH Co. as the Companys new independent registered public accounting firm for the fiscal year ending December 31, 2016. During the two most recent fiscal years and the subsequent interim period through the date of the dismissal of Paritz, the Company did not consult with DYH Co. regarding any matters described in Item 304(a)(2)(i) or (ii) of Regulation S-K. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
None.
About Kiwa Bio-Tech Products Group Corporation (OTCMKTS:KWBT)
Kiwa Bio-Tech Products Group Corporation develops, manufactures, distributes and markets bio-technological products for agriculture. The Company has acquired technologies to produce and market bio-fertilizer. The Company has developed over six bio-fertilizer products with bacillus spp and/or photosynthetic bacteria as its ingredients. The Company’s products contain ingredients of both photosynthesis and bacillus bacteria. The Company’s products include KiwaBiological Organic Fertilizer, Kiwa Yi Mu Ling, Kiwa Di Fu Kang, Kiwa Microbial Specific Fertilizer For Rice, Kiwa Microbial Specific Fertilizer For Corn, Kiwa Microbial Specific Fertilizer For Potato, Kiwa Microbial Specific Fertilizer For Soybean, Kiwa Microbial Specific Fertilizer For Tea Tree, Kiwa Microbial Specific Fertilizer For Tobacco, Kiwa Microbial Specific Fertilizer For Fruit Trees, Kiwa Microbial Specific Fertilizer For Vegetables and Kiwa Full Effect Type Foliar For Golf Turf. Kiwa Bio-Tech Products Group Corporation (OTCMKTS:KWBT) Recent Trading Information
Kiwa Bio-Tech Products Group Corporation (OTCMKTS:KWBT) closed its last trading session up +0.02 at 1.34 with 3,491 shares trading hands.
