SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): December 6, 2000
OPAL TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
33-18834-LA
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(Commission file number)
Nevada 87-0306464
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(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification Number)
Unit 2810, 28/F, Shun Tak Centre, West Tower, 200 Connaught Road
Central, Hong Kong
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(Address of principal executive offices) (Zip code)
011-852-2517-7674
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) Resignation of Independent Accounting Firm
(i) Grant Thornton, the Registrant's certifying
accountant was terminated as the Company's auditor on December
6, 2000.
(ii) The certifying accountant's report on the
financial statements for the past two years contained no
adverse opinion, no disclaimer of opinion nor was qualified or
modified as to uncertainty audit scope or accounting
principals. However, the report did contain a fourth paragraph
outlining going concern contingencies.
(iii) Not applicable.
(iv)During the preceding two years and subsequent
interim periods preceding the resignation, the Registrant had
no disagreements with certifying accountants on any matter of
accounting principal or practices, audit scope or procedures,
which disagreements, if not resolved to the satisfaction of
the certifying accountant, would have caused it to make
references to the subject matter of the disagreements in
connection with their report. However, in the matter of
financial statement disclosure, subsequent to the release of
the audit report for the year-ended December 31, 1999, a
disagreement arose as to the value or existence of two assets
on the balance sheet, "construction in progress" and
"investment in China Can".
In the summer of 2000, the Registrant commissioned Messrs.
Moores Rowland to investigate and review the assets and
properties of the Company. As a result of this investigation,
Messrs. Moores Rowland issued a detailed report on their
findings which was received by the Registrant's Board of
Directors. In that report, Messrs. Moores Rowland raised
significant questions concerning "construction in progress"
and the "investment in China Can". In early August 2000, these
two matters were discussed with Grant Thornton and their input
was solicited. Grant Thornton responded by letter dated August
20, 2000 affirming its original opinion dated April 28, 2000.
Because of the issues raised by the Moores Rowland report, the
Company began its own internal review. This review confirmed
the concerns of Messrs. Moores Rowland. To address these
issues, the Company began negotiations with its former
Chairman and principal shareholder. As a result of these
negotiations an agreement was reached which provided for the
following:
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1. The cancellation of certain contracts relative to the acquisition of
construction-in-progress, licensing and research costs which were recorded
on the books and records of the Company and/or its subsidiaries. These
contracts totalled US$5.87 million.
2. The return to the Company by Bestalong Group Inc. of US$5.87 million
charged to the Company and purportedly paid by Bestalong Group Inc. for
performance under the afore-referenced contracts.
3. The repayment of the US$5.87 million, will be made as follows:
1. Bestalong Group Inc. will repay the Company US$1.67 million by off
setting its claim against the Company which now appears in the books
and records of the Company as "Due to a Shareholder".
2. Bestalong Group Inc will transfer the title of a fertilizer production
facility located in the Guizhou Province in The People's Republic of
China ("Guizhou Facility") to the Company. The Guizhou Facility has an
agreed value of US$1.79 million.
3. Bestalong Group Inc. will surrender to the Company for cancellation
approximately 4.83 million shares of Opal common stock. (For the
purpose of this settlement, these shares are valued at a price of
US$0.50 per share, the same price when these shares were first issued
to Bestalong Group Inc. in 1997 to acquire the assets under the
disputed contracts, effectively undoing this transaction.)
4. Bestalong Inc, a company that is beneficially owned by Ms. Agnes Koon, a
former director of the Company and the wife of Mr. John Koon, the Company's
former Chairman has also agreed to reverse the transaction relating to the
investment in China Can Holding Inc. by the Company.
No agreement was ever reached with Grant Thornton on these issues.
(v) Not applicable
(b) Engagement of New Independent Accountants
On December 6, 2000, the Registrant's board of directors formally
engaged Moores Rowland as its new certifying accountants (the "new accounting
firm") to audit the Registrant's financial statements.
The Registrant, during the two most recent fiscal years and the
subsequent interim periods prior to the engagement of the new accounting firm,
did not consult with the new accounting firm with regard to any of the matters
listed in Regulation S-K Items 304(a)(2)(i) or (ii).
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Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Opal Technologies, Inc. to Grant Thornton
16.2 Letter from Grant Thornton to Opal Technologies, Inc.
16.3* Letter from Grant Thornton to Opal Technologies, Inc.
* Previously filed with Form 8-K/A Amendment No. 1 dated December 20,
2000.
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.
OPAL TECHNOLOGIES, INC.
By: /s/ Eric Cheng
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Eric Cheng, President
