Current Report Filing (8-k)
June 01 2020 - 1:23PM
Edgar (US Regulatory)
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
Date
of Report (date of earliest event reported): May 27, 2020
NOCERA,
INC.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other jurisdiction of incorporation)
|
000-55993
|
|
16-1626611
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
2030
POWERS FERRY ROAD SE, SUITE #212
ATLANTA,
GA 30339
(Address
of principal executive offices and zip code)
404-816-8240
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ]
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))
Securities
registered pursuant to Section 12(b) of the Act: None
|
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
|
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N/A
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N/A
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N/A
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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 x
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. ¨
4.01. Changes in Registrant’s Certifying
Accountants
On May 27, 2020, we dismissed
our principal independent accountant Marcum Bernstein & Pinchuk, LLP, hereafter referred as “MBP” from its engagement
with the Company, which dismissal was effective immediately. The decision to dismiss MBP as the Company’s principal independent
accountant was approved by the Board of Directors of the Company on May 27, 2020.
There were no disagreements
between the Company and MBP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, from the time of MBP’s engagement up to the date of dismissal which disagreements that, if not resolved to
MBP’s satisfaction, would have caused MBP to make reference to the subject matter of the disagreement in connection with
its report issued in connection with the audit of the Company’s financial statements. None of the reportable events described
under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within the two fiscal years of the Company ended December 31, 2019 and
2018 and subsequently up to the date of dismissal, and except for the material weaknesses in the Company’s internal control
over financial reporting (the “Material Weaknesses”) as disclosed in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (the “SEC”)
on May 14, 2020. The Audit Committee and Board of Directors of the Company discussed the Material Weaknesses with MBP. The audit
report of MBP on the financial statements of the Company as of December 31, 2019 did not contain any adverse opinion or disclaimer
of opinion, and such audit report was not qualified or modified as to uncertainty, audit scope or accounting principles. A letter
from MBP addressed to the Securities and Exchange Commission stating that it concurs with the statements made by the Company with
respect to MBP in this Current Report on Form 8-K. A copy of such letter is furnished hereto as Exhibit 16.1 with the filing of
this Current Report on Form 8-K.
The Company has engaged
Centurion ZD CPA & Co. (“CZD”)
as the auditor to serve as its independent auditor. The decision to engage CZD as the Company’s principal independent accountant
was approved by the Board of Directors of the Company on May 27, 2020. During the fiscal year of the Company ended December 31,
2019 and through the date of CZD’s engagement, the Company did not consult CZD regarding either: (ⅰ) the application
of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that might be
rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement”
or “reportable event” within the
meaning set forth in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
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 hereunto duly authorized.
Nocera,
Inc.
By:
/s/ Erik S. Nelson
____________________
Erik
S. Nelson
Title:
Corporate Secretary
Date:
June 1, 2020