Current Report Filing (8-k)
January 23 2018 - 05:48PM
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) January 17, 2018
Commission
file number: 333-198615
Po
Yuen Cultural Holdings (Hong Kong) Co., Ltd.
(Exact name of Company as specified in its charter)
Nevada
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47-1100063
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(State
or other jurisdiction
of
incorporation or organization)
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(IRS
Employer Identification number.)
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Room
A, 16/F, Winbase Centre,
208 Queen's Road Central,
Sheung Wan,
Hong Kong
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(852)
2350 1928
(Company’s
Telephone Number, Including Area Code)
NA
(Former
name, former address and former fiscal year, 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 Company under
any of the following provisions:
☐
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Written
communication 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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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. ☒
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
On
January 17, 2018, the Board of Directors approved the engagement of WWC, P.C. (“WWC”) as the Company’s independent
registered public accounting firm for the Company’s fiscal year ending March 31, 2018, effective immediately, and dismissed
TAAD, LLP (“TAAD”) as the Company's independent registered public accounting firm. TAAD’s review of the Company’s
financial statements as of and for the periods of June 30, 2017 and September 30, 2017 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.
The
former Accountant was engaged on August 19, 2014. During the fiscal year ended March 31, 2017, there were (i) no disagreements
(as described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and TAAD on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to TAAD’s satisfaction,
would have caused TAAD to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable
events” within the meaning of Item 304(a)(1)(v) of Regulation.
During
the fiscal year ended March 31, 2017, neither the Company nor anyone acting on its behalf has consulted with TAAD regarding (i)
the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting,
and neither a written report or oral advice was provided to the Company that TAAD concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the
subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the
meaning of Item 304(a)(1)(v) of Regulation S-K.
On
January 17, 2018, the Company provided TAAD with a copy of the disclosures it is making in this Current Report on Form 8-K and
requested that TAAD furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with
the statements made herein. A copy of TAAD’s letter dated January 23, 2018, is filed as Exhibit 16.1 hereto.
ITEM
9.01 Financial Statement and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Po
Yuen Cultural Holdings (Hong Kong) Co., Ltd.
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By:
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/s/
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Name:
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Peter H. Tong
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Title:
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Chief Financial Officer
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Dated:
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January
23, 2018
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