Current Report Filing (8-k)
August 07 2017 - 5:15PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported)
July 31
, 2017
SUNRISE
REAL ESTATE GROUP, INC.
(Exact name of registrant as specified in
its charter)
Texas
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000-32585
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75-2713701
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification)
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(Address of principal executive offices)
Hengfeng Road No.638, Fl 25, Bldg A.
Shanghai, PRC 200070
Registrant's telephone number, including
area code (86)-21-6167-2855
Not Applicable
(Former Name or Former Address if Changed
Since Last Report)
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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 4.01. Changes in Registrant's
Certifying Accountant.
(a) On
July 31, 2017, our Board of Directors engaged RH, CPA, and (“RH CPA”) as the Registrant’s independent registered
accounting firm to audit the Registrant's financial statements, replacing its former certifying accountant, Kenne Ruan,
CPA, P.C. (“Kenne Ruan”). Upon receipt of the notice that the Registrant’s acceptance of the proposal from RH
CPA to audit its consolidated financial statements for the fiscal year ending December 31, 2015, Kenne Ruan resigned as the Registrant’s
certifying accountant on July 31, 2017.
Kenne
Ruan’s audit reports on our consolidated financial statements for the two fiscal years ended December 31, 2014 and 2013 did
not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that the reports did contain two explanatory paragraphs including a going concern paragraph. Although Kenne
Ruan have served as our independent registered public accounting firm for the two fiscal years ended December 31, 2016 and 2015
and for the interim period ended July 31, 2017, Kenne Ruan did not audit our financial statements for the fiscal years ended December
31, 2016 or 2017, or review our financial statements for the quarterly periods ended March 31, 2017 and June 30, 2017. We have
not yet filed our financial statements for those periods with the Securities and Exchange Commission.
In
connection with the audits of our consolidated financial statements for each of the two fiscal years ended December 31, 2014 and
2013, and in the subsequent interim periods ended July 31, 2017, there were no disagreements or reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)) between us and Kenne Ruan on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Kenne Ruan, would
have caused it to make reference to the subject matter of the disagreements in connection with its report on the financial statements
for such fiscal years.
During
the two fiscal years ended December 31, 2014 and 2013, and in the subsequent interim periods ended July 31, 2017, there were no
“reportable events” as defined in Section 304(a)(1)(v) of Regulation S-K.
We
provided Kenne Ruan with a copy of the above disclosures and requested that Kenne Ruan furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not Kenne Ruan agrees with the above statements. A copy of Kenne Ruan’s
letter is attached as Exhibit 16.1 to this Form 8-K.
(b)
Our Board of Directors appointed RH, CPA as our independent registered public accounting firm for the fiscal year ending December
31, 2017, and to audit our financial statements for the two fiscal years ended December 31, 2016 and 2015. During the two
fiscal years ended December 31, 2016 and 2015, and in the interim period ended July 31, 2017, neither we nor anyone acting on our
behalf consulted with RH CPA on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K ), including (i) the
application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be
rendered on the Registrant’s financial statements, nor did RH CPA provide written or oral advice to the Registrant that Kenne
Ruan concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue or; (ii) any matter that was either the subject of a “disagreement” (as defined in Regulation S-K Item
304(a)(1)(iv) and the related instructions) or a “reportable event” (as defined in Regulation S-K Item 304(a)(1)(v)).
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
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Number
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Description of Exhibits
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16.1
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Letter dated July 31, 2017 from Kenne Ruan, CPA, P.C. to the Securities and Exchange Commission.
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SIGNATURE
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.
Dated: August 7, 2017
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SUNRISE REAL ESTATE GROUP, INC.
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By:
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/s/ Mi Yong Jun
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Name: Mi Yong Jun
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Chief Financial Officer
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