Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 04 2022 - 06:05AM
Edgar (US Regulatory)
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 2022
Commission file number: 001-38206
TDH HOLDINGS, INC.
(Registrant's name)
c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao, Shandong
Province
People’s Republic of China
(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
☒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): £
Explanatory Note:
Changes in Registrant’s Certifying Accountant.
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(1) |
Previous Independent Registered Public Accounting Firm. |
(i)
On January 2, 2022, TDH Holdings, Inc. (the “Company”) dismissed
its independent registered public accounting firm, MaloneBailey,
LLP (“MaloneBailey”).
(ii)
The report of MaloneBailey on the financial statements of the
Company for the fiscal years ended December 31, 2020 and 2019, and
the related statements of operations and comprehensive loss,
changes in shareholders’ equity (deficit), and cash flows for the
fiscal years ended December 31, 2020 and 2019 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles,
except that the audit reports on the financial statements of the
Company for the years ended December 31, 2020 and December 31, 2019
contained an uncertainty about the Company’s ability to continue as
a going concern.
(iii)
The decision to change the independent registered public accounting
firm was recommended and approved by the Audit Committee and Board
of the Company.
(iv)
During the Company’s fiscal years ended December 31, 2019 and 2020
and through January 2, 2022, the date of dismissal, (a) there were
no disagreements with MaloneBailey on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of MaloneBailey, would have caused it to make
reference thereto in its reports on the financial statements for
such years and (b) there were no “reportable events” as described
in Item 16F(a)(1)(v)(A)-(D) of Form 20-F.
On January 2, 2022, the Company provided MaloneBailey with a copy
of this Current Report on Form 6-K and has requested that it
furnish the Company with a letter addressed to the U.S. Securities
and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter is attached as Exhibit 99.1 to
this Current Report on Form 6-K.
|
(2) |
New Independent Registered Public Accounting Firm |
On January 2, 2022, the Company’s Audit Committee and Board
approved the appointment of YCM CPA Inc. (“YCM”) as its new
independent registered public accounting firm to audit and review
the Company’s financial statements. During the two most recent
fiscal years ended December 31, 2020 and December 31, 2019 and any
subsequent interim periods through the date hereof prior to the
engagement of YCM, neither the Company, nor someone on its behalf,
has consulted YCM regarding:
(i)
either: 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 consolidated
financial statements, and either a written report was provided to
the Company or oral advice was provided that the new independent
registered public accounting firm concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of a disagreement, as that
term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related
instructions thereto) or a reportable event as set forth in Item
16F(a)(1)(v)(A) through (D) of Form 20-F.
The Company intends to use this Form 6-K and the accompanying
exhibit to satisfy its reporting obligations under Item 16F(a) of
its Form 20-F for the year ending December 31, 2021 to the extent
provided in and permitted by Paragraph 2 of the Instructions to
Item 16F of Form 20-F and plans to incorporate Exhibit 99.1
reference into its Form 20-F to the extent necessary to satisfy
such reporting obligations.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities and 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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TDH
HOLDINGS, INC. |
|
By: |
|
/s/
Dandan Liu Dandan Liu
Chair and Chief Executive Officer |
Dated: January 3, 2022
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