UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K (Amended)
Report of a Foreign Private Issuer
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November 2018
Commission File 001-37459
YULONG ECO-MATERIALS LIMITED
387 Park Avenue South, 5/fl,
New York City, 10016
646-952-8836
(Former Name or Former Address
if Changed Since Last Report)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
ITEM 4.01:Changes in Registrant’s Certifying Accountant
| 1. | Effective November 13 2018, the Board of Directors of Yulong Eco-Materials Limited (the “Company”) notified KSP Group, the Company’s auditor, that it was terminating its engagement of KSP Group as the Company auditor. |
| 2. | Notification of this termination was filed with the US Securities and Exchange Commission Edgar System November 19, 2018 via a Form 6-K Item 4.01 filing. |
a. The Company engaged KSP Group on February 24, 2017 as its independent registered public accounting firm. During the period February 24, 2017 to November 13, 2018, there were no disagreements with KSP Group on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KSP Group’s satisfaction, would have caused the auditor to make reference to the subject matter of the disagreement in connection with his report.
b. During the period fromFebruary 24, 2017to November 13, 2018 there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
c. During the period fromFebruary 24, 2017to November 13, 2018,KSP Groupdid not advise the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist.
d. During the period fromFebruary 24, 2017to November 13, 2018 KSP Groupdid not advise the Company that any information had come to their attention which had led them to no longer be able to rely on management’s representation, or that had made KSP Groupunwilling to be associated with the financial statements prepared by management.
e. The reports byKSP Groupon the Company’s financial statements that were issued during the period from to November 13, 2018 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except thatKSP Groupreports on the Company’s financial statements issued during the period fromFebruary 24, 2017to November 13, 2018 contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going concern.
f. During the period from February 24, 2017to November 13, 2018, KSP Group did not advise the Company that the scope of any audit needed to be expanded significantly or that more investigation was necessary.
g. During the period fromFebruary 24, 2017to November 13, 2018, KSP Group did not advise the Company that there was any information which the accountant concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant’s satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.
| 2 | New Independent Accountants |
Effective November 20, 2018, the Company engaged G.C. & Associates CPAs, PLLC (“GC&A) as its new independent accountants.(i) no consultations occurred between the Company and GC&A during the period commencing November 13, 2018 regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered regarding the Company’s financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of disagreement as defined in Item 304(a) (1)(iv) of Regulation S-K and the related instructions or a reportable event requiring disclosure pursuant to Item 304(a)(1)(iv) of Regulation S-K.
ITEM 9.01: EXHIBITS.
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, thereunto duly authorized
| YULONG ECO-MATERIALS LIMITED | |
| | |
| Date: November 21, 2018 | |
| | | |
| By: | /s/ Hoi Ming Chan | |
| | Hoi Ming Chan | |
| | Chief Executive Officer | |
