Current Report Filing (8-k)
October 22 2020 - 4:01PM
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): October 19, 2020
DATASEA
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38767
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45-2019013
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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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20th
Floor, Tower B, Guorui Plaza
1
Ronghua South Road, Technological Development Zone
Beijing,
People’s Republic of China 100176
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +86 10-56145240
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:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock,
$0.001 par value
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DTSS
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The NASDAQ Stock
Market LLC
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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 Change in Registrant’s Certifying Accountant
Non-renewal of the engagement of the Company’s
Independent Registered Public Accounting Firm
Effective October 19, 2020,
the Audit Committee of the Board of Directors of Datasea, Inc. (the “Company”) and Morison Cogen LLP (“Morison”)
determined not to renew the engagement between the two parties, which engagement was to expire upon filing of the Company’s
Annual Report on Form 10-K for the period ended June 30, 2020.
Morison’s
reports on the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2020 included
an explanatory paragraph indicating uncertainty about the Company's ability to continue as a going concern, but otherwise did
not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles. During the fiscal year ended June 30, 2020, and the subsequent interim period through the date of
the filing of this Form 8-K, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K, between the Company and Morison on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, any of which that, if not resolved to Morison’s satisfaction, would have
caused Morison to make reference to the subject matter of any such disagreement in connection with its reports for such years
and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the two
most recent fiscal years or the subsequent interim period.
The
Company provided Morison with a copy of the disclosures in this Current Report on Form 8-K (the “Report”). The Company
requested that Morison furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with
the statements made herein. A copy of such letter dated October 21, 2020 is attached as Exhibit 16.1 hereto.
Engagement
of New Independent Registered Public Accounting Firm
On October 19, 2020, the
Audit Committee approved the engagement of Prager Metis CPAs, LLC (“Prager”) as the Company’s new independent
registered public accounting firm, effective immediately.
For the fiscal years ended
June 30, 2020 and 2019, and during the subsequent interim periods through October 19, 2020, neither the Company nor anyone acting
on behalf of the Company had consulted Prager 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,
nor did Prager provide a written report or oral advice to the Company that Prager concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was
either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable
event (as described in Item 304(a)(1)(v) of Regulation S-K).
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Item
9.01
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Financial
Statements and Exhibits.
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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:
October 22, 2020
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DATASEA INC.
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By:
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/s/
Zhixin Liu
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Name:
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Zhixin Liu
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Title:
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Chief Executive Officer
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2
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