UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 under
the
Securities Exchange Act of 1934
For
the month of January 2021
Commission File Number: 1-35016
SGOCO Group, Ltd.
21/F,
8 Fui Yiu Kok Street,
Tsuen
Wan, New Territories,
Hong
Kong
(Address
of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This report is hereby incorporated by reference to the Registration
Statement on Form F-3 (File No. 333-176437) of the Company.
Changes of Registrant’s Certifying Accountants
On
January 11, 2021, the Board of Directors of SGOCO Group, Ltd. (the "Company") approved the dismissal of Centurion
ZD CPA & Co. (“CZD”) as the Company’s independent registered public accounting firm, effective immediately.
CZD’s
reports on the financial statements of the Company for each of the fiscal years ended December 31, 2018 and 2019 did not contain
an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's fiscal years ended December 31, 2018 and 2019 and through January 11, 2021, there were no disagreements
between the Company and CZD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure which disagreement(s), if not resolved to CZD’s satisfaction, would have caused CZD to make reference to the
subject matter of the disagreements in their reports on the Company's consolidated financial statements for such periods.
During
the Company’s years ended December 31, 2018 and 2019 and through January 11, 2021, except with respect to the material weaknesses
described below, there were no “reportable events” (defined below) requiring disclosure pursuant to Item 16F(a)(1)(iv)
of Form 20-F. As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v)(A)-(D)
of Item 16F of Form 20-F. The following material weaknesses have been identified and included in management's assessment: (1)
the Company has limited written documentation on monitoring loan risk assessment on a regular basis and (2) the lack of sufficient
qualified accounting personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements commensurate with our
financial reporting requirements, which resulted in a number of internal control deficiencies that were identified as being significant.
Also, as a small company, the Company does not have sufficient internal control personnel to set up adequate review functions
at each reporting level.
The Company has provided CZD with a copy
of the foregoing disclosures and has requested that CZD review such disclosures and provide a letter addressed to the Securities
and Exchange Commission (“SEC”) as specified by Item 16F(a)(3) of Form 20-F. Attached as Exhibit 99.1 is a copy of
CZD’s letter addressed to the SEC relating to the statements made by the Company in this Report on Form 6-K.
On
January 11, 2021, the audit committee of the board of directors of SGOCO Group, Ltd. (the “Company”) approved the appointment
of Yu Certified Public Accountant, P.C ("Yu CPA") as the Company’s independent registered public accounting
firm to perform independent audit services for the year ended December 31, 2020.
During
the two fiscal years ended December 31, 2018 and 2019 and through January 11, 2021, neither the Company nor anyone on its
behalf consulted Yu CPA regarding either (i) the application of accounting principles to a specified transaction, either
completed or proposed, or on the type of audit opinion that might be rendered on the consolidated financial statements of the Company,
and neither a written report nor oral advice was provided to the Company that Yu CPA concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement or a reportable event as described above.
About SGOCO Group, Ltd.
SGOCO Group, Ltd. is a conglomerate group
of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business
in Hong Kong providing mortgage loans to high quality target borrowers (b) property investment to generate additional rental income
and (c) the development, operation and management of an online financial marketplace that provides one-stop financial technology
solutions including API services by leveraging artificial intelligence, big data and blockchain, and cloud computing (SaaS). The
group’s vision is to operate as a conglomerate to build synergy within its own sustainable ecosystem thereby creating value
to its shareholders. For more information about SGOCO, please visit our investor relations website:
http://www.sgocogroup.com
Safe Harbor and Informational Statement
This announcement contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives,
plans and strategies of the Company set forth herein and those preceded by or that include the words "believe," "expect,"
"anticipate," "future," "will," "intend," "plan," "estimate" or similar
expressions, are "forward-looking statements". Forward-looking statements in this release include, without limitation,
the effectiveness of the Company's multiple-brand, multiple channel strategy and the transitioning of its product development and
sales focus and to a "light-asset" model, Although the Company's management believes that such forward-looking statements
are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward looking statements involve a
number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated.
These forward-looking statements can change as a result of many possible events or factors not all of which are known to the Company,
which may include, without limitation, our ability to have effective internal control over financial reporting; our success in
designing and distributing products under brands licensed from others; management of sales trend and client mix; possibility of
securing loans and other financing without efficient fixed assets as collaterals; changes in government policy in China; China's
overall economic conditions and local market economic conditions; our ability to expand through strategic acquisitions and establishment
of new locations; compliance with government regulations; legislation or regulatory environments; geopolitical events, and other
events and/or risks outlined in SGOCO's filings with the U.S. Securities and Exchange Commission, including its annual report on
Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance,
and SGOCO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
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.
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SGOCO Group, Ltd.
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Date: January 19, 2021
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By:
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/s/ Raleigh Siu Lau
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Raleigh Siu Lau
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President and Chief Executive Officer
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