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): November 9, 2020

Palayan Resources Inc.

(Exact name of registrant as specified in its charter)

Nevada 000-55348 83-4575865
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification Number)
     
 

9300 Conroy Windermere Rd. #3250
Windermere, FL 34786
(407) 536-9422

 

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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):

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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock PLYN OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒

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) Resignation of Previous Independent Registered Public Accounting Firm

On November 5, 2020 Palayan Resources Inc. received formal notice that our independent auditors, Sadler, Gibb & Associates, LLC (“SGA”) had made the decision to resign as our independent accountants effective November 5, 2020. On November 6, 2020, the Board of Directors voted unanimously to accept the resignation.

SGA audited the financial statements of the Company for the last five years ending March 31, 2020. The report of SGA on such financial statements, dated March 31, 2020, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

For the past two fiscal years and subsequent interim periods though the date of resignation, there have been no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of SGA, would have caused them to make reference thereto in their report on the financial statements.

During the two most recent fiscal years and the interim period to the date of their resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-B.

During the Company's two most recent fiscal years, and since then, SGA has not advised the Company that any of the following exist or are applicable:

(1)

That the internal controls necessary for the Company to develop reliable financial statements do not exist, that information has come to their attention that has led them to no longer be able to rely on management's representations, or that has made them unwilling to be associated with the financial statements prepared by management.

(2)

That the Company needs to expand significantly the scope of its audit, or that information has come to their attention that if further investigated may materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or any other financial presentation, or cause them to be unwilling to rely on management's representations or be associated with the Company's financial statements for the foregoing reasons or any other reason, or

(3)

That they have advised the Company that information has come to their attention that they have concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any other reason.

We have provided Sadler, Gibb & Associates, LLC a copy of the disclosure made in response to this Item 4.01 and have requested that Sadler, Gibb & Associates, LLC provide a letter addressed to the Securities & Exchange Commission confirming their agreement with the disclosure contained herein. Pursuant to our request, Sadler, Gibb & Associates, LLC has provided the letter attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm

On November 6, 2020, Pohl, TAAD, LLP (“TAAD”), Certified Public Accountants of Diamond Bar, California, were appointed by the Company to review our financial statements for the quarter ended September 30, 2020. During our two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted TAAD regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of the Company's consolidated financial statements, nor has TAAD provided to the Company a written report or oral advice regarding such principles or audit opinion.

 

 

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 16.1 Letter to SEC from Sadler, Gibb & Associates, LLC dated November 9, 2020.

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 thereunto duly authorized.

  Palayan Resources, Inc.
   
Dated: November 9, 2020

EXHIBIT INDEX

16.1 Letter from Sadler, Gibb & Associates, LLC addressed to the Securities and Exchange Commission, dated as of November 9, 2020.