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CHLN > SEC Filings for CHLN > Form 8-K on 26-Oct-2009All Recent SEC Filings

Show all filings for CHINA HOUSING & LAND DEVELOPMENT, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHINA HOUSING & LAND DEVELOPMENT, INC.


26-Oct-2009

Non-Reliance on Previous Financials, Audits or Interim Rev


Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 21, 2009, the management of China Housing & Land Development, Inc. (the "Company"), in consultation with its independent accounting firm, determined that the Company will restate its financial statements for the year ended December 31, 2008 as reported on Form 10-K filed March 25, 2009, as amended. The Company will also restate the financial statements contained in Form 10-Q filed May 7, 2009 for the period ended March 31, 2009 and Form 10-Q filed August 12, 2009 for the period ended June 30, 2009.

Pursuant to an the registration rights agreement entered into in connection with the Company's issuance of its 5.0% Senior Secured Convertible Notes, the Company is required to pay the holders of the notes certain late registration payments ("Late Payments") if the Company failed to file a registration statement within 60 days after the closing date of the transaction or if such registration statement failed to become effective by 90 calendar days, or 120 days if the registration statement is subject to a full review by the U.S. Securities and Exchange Commission. The Company began negotiations with the holders of the 5.0% Senior Secured Convertible Notes to waive the Late Payments in December 2008. The holders of the 5.0% Senior Secured Convertible Notes have thereafter decided to claim the Late Payments. As a result, the Company has decided to restate its financial statements for the year ended December 31, 2008 as reported on Form 10-K and its financial statements contained in Form 10-Q for the period ended March 31, 2009 and Form 10-Q for the period ended June 30, 2009 to accrue the corresponding expenses.

The restatement will have the following impact on the Company's previously reported results of operations for the year ended December 31, 2008:

                                                         For The Year
                                                            Ended
                                                         December 31
                                                             2008
Security registration expenses as previously reported   $            -
Adjustment to accrue security registration expenses            613,483
Security registration expenses as restated              $      613,483

Net income as previously reported                       $    9,396,289
Adjustment to accrue security registration expenses           (613,483 )
Net income as restated                                  $    8,782,806

Basic earnings per share
As previously reported                                  $         0.31
As restated                                             $         0.29
Diluted earnings per share
As previously reported                                  $         0.30
As restated                                             $         0.28

-2-

                                                                 December 31,
                                                                     2008
Accrued security registration expenses as previously reported   $            -
Adjustment to accrue security registration expenses                    613,483
Accrued security registration expenses as restated              $      613,483

The restatement will have the following impact on the Company's previously reported results of operations for the three months ended March 31, 2009:

                                                         Three Months
                                                            Ended
                                                           March 31
                                                             2009
Security registration expenses as previously reported   $            -
Adjustment to accrue security registration expenses            600,000
Security registration expenses as restated              $      600,000

Net income as previously reported                       $    1,855,584
Adjustment to accrue security registration expenses           (600,000 )
Net income as restated                                  $    1,255,584

Basic earnings per share
As previously reported                                  $         0.06
As restated                                             $         0.04
Diluted earnings per share
As previously reported                                  $         0.06
As restated                                             $         0.04



                                                                 March 31        December 31
                                                                   2009             2008
Accrued security registration expenses as previously reported   $         -     $           -
Adjustment to accrue security registration expenses               1,213,483           613,483
Accrued security registration expenses as restated              $ 1,213,483     $     613,483


Retained earnings as previously reported                                 $ 39,265,062
Cumulative effect of the adjustment to accrue security registration          (613,483 )
expenses
Retained earnings as restated                                            $ 38,651,579

-3-

The restatement had the following impact on the Company's previously reported results of operations for the three months and six months ended June 30, 2009:

                                                                Three Months      Six Months
                                                                   Ended             Ended
                                                                  June 30           June 30
                                                                    2009             2009
Security registration expenses as previously reported          $            -     $         -
Adjustment to accrue security registration expenses                   606,742       1,206,742
Security registration expenses as restated                     $      606,742     $ 1,206,742


Net income (loss) as previously reported              $ (10,036,144 )   $ (8,180,560 )
Adjustment to accrue security registration expenses        (606,742 )     (1,206,742 )
Net income (loss) as restated                         $ (11,242,886 )   $ (9,387,302 )
Basic earnings (loss) per share
As previously reported                                $       (0.32 )   $      (0.26 )
As restated                                           $       (0.36 )   $      (0.30 )
Diluted earnings (loss) per share
As previously reported                                $       (0.32 )   $      (0.26 )
As restated                                           $       (0.36 )   $      (0.30 )



                                                                  June 30        December 31
                                                                   2009             2008
Accrued security registration expenses as previously reported   $         -     $           -
Adjustment to accrue security registration expenses               1,820,224           613,483
Accrued security registration expenses as restated              $ 1,820,224     $     613,483


Retained earnings as previously reported                                 $ 39,265,062
Cumulative effect of the adjustment to accrue security registration          (613,483 )
expenses
Retained earnings as restated                                            $ 38,651,579

-4-

These adjustments would be included in an amended Form 10-K for the year ended December 31, 2008, an amended Form 10-Q for the period ended March 31, 2009 and an amended Form 10-Q for the period ended June 30, 2009. The financial statements associated with these original filings should not be relied upon until the restated financial reports are filed as part of the amended reports.

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