Unassociated Document
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
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Date
of Report (Date of earliest event reported):
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June
17, 2008
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HONG
KONG HIGHPOWER TECHNOLOGY, INC.
_____________________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52103
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20-4062622
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Building
A1, Luoshan Industrial Zone,
Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111,
China
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(Address,
including zip code, of principal
executive offices)
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Registrant’s
telephone number, including area code
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(86)
755-89686238
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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 (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))
Item
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On
June
17, 2008, the management of Hong Kong Highpower Technology, Inc. (the “Company”)
determined that the Company’s financial statements for the years ended December
31, 2007 and 2006 should no longer be relied upon due to various
reclassifications in expenses in the Company’s statements of operations for such
periods. The Company’s restated financial statements for these periods are
included in the Company’s Amendment No. 4 to the Registration Statement on Form
S-1/A filed with the Securities and Exchange Commission (the “SEC”) on June 18,
2008.
The
Company reclassified the line item entitled “fees and costs related to
reorganization” from other income (expense) to an operating cost line item in
the statement of operations for the years ended December 31, 2007 and 2006.
The
Company also reclassified $136,997 of accounting costs originally classified
in
fees and costs related to reorganization in 2007 to general and administrative
expenses to more properly reflect their purpose. The Company also reclassified
the loss on exchange rate difference to a separate operating cost line item
in
the statement of operations, which had previously been included in general
and
administrative costs. These reclassifications had no effect on net income for
the years ended December 31, 2007 or 2006. [The Company also made minor
corrections to certain line item amounts in cash flows from financing activities
for the year ended December 31, 2007, which did not have an effect on net cash
provided by financing activities in 2007.] As a result of the foregoing
revisions, the Company has labeled the statements of operations for the years
ended December 31, 2007 and 2006 as “restated.”
The
management of the Company has discussed with the Company’s independent
registered public accounting firm the matters disclosed in this
Item
The
Company intends to amend its Amendment No. 1 to its Annual Report on Form 10-K/A
filed with the SEC on June 16, 2008 as a result of the restatement and the
reclassifications and its Quarterly Report on Form 10-Q filed with the SEC
on
May 15, 2008 to reflect certain reclassifications.
Item
5.03 Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June
19, 2008, the Company filed a Certificate of Amendment to its Certificate of
Incorporation with the Secretary of State of Delaware effectuating a 5-for-8
reverse stock split (the “Reverse Stock Split”) of its common stock effective as
of June 19, 2008. The number of authorized shares of common stock and their
par
value, and the other terms of the Company’s common stock, were not affected by
the Reverse Stock Split. A copy of the Certificate of Amendment is attached
hereto as Exhibit 3.1.
Item
9.01. Financial Statements and Exhibits
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Description
of Exhibit
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3.1
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Certificate
of Amendment to the Company's Certification of Incorporation, as
filed
with the Secretary of State of Delaware, on June 19, 2008
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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.
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Hong
Kong Highpower Technology,
Inc.
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| Dated: June
25, 2008 |
/s/ |
Dang
Yu
Pan |
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By: |
Dang Yu
Pan |
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Its: |
Chairman of the Board and Chief Executive
Officer |