Current Report Filing (8-k)
April 30 2020 - 3:16PM
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): April 30, 2020 (April 27, 2020)
Manufactured
Housing Properties Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
|
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000-51229
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51-0482104
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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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136
Main Street, Pineville, North Carolina
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28134
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(Address
of principal executive offices)
|
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(Zip
Code)
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(980)
273-1702
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(Registrant’s
telephone number, including area code)
|
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(Former
name or former address, if changed since last report)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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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 or Rule
12b-2 of the Securities Exchange Act of 1934.
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item 4.01 Changes in Registrant’s Certifying Accountant.
Dismissal
of Independent Registered Public Accounting Firm
On
April 27, 2020, Manufacturing Housing Properties Inc. (the “Company”) dismissed its independent registered public
accounting firm, Liggett & Webb, P.A. (“Liggett”). The dismissal of Liggett was approved by the audit committee
of the board of directors of the Company.
The
audit reports of Liggett on the financial statements of the Company for the years ended December 31, 2019 and 2018 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, except that Liggett’s report dated April 1, 2019 on the Company’s financial statements as of and for the
fiscal year ended December 31, 2018 included an explanatory paragraph indicating that there was substantial doubt about the
Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through April
27, 2020, there were no (i) disagreements with Liggett on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures which, if not resolved to Liggett’s satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its reports, or (ii) “reportable events” as
defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Liggett with a copy of the foregoing disclosures and requested it to furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether Liggett agrees with the statements made by the Company in the foregoing
disclosures. A copy of the letter has been filed as Exhibit 16.1 to this report.
Engagement
of New Independent Registered Public Accounting Firm
On
April 27, 2020, the Company engaged Friedman LLP (“Friedman”) as the Company’s independent registered public
accounting firm for the year ending December 31, 2020, which was approved by the audit committee of the board of directors
of the Company.
During
the Company’s two most recent fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through April
27, 2020, neither the Company nor anyone on its behalf has consulted with Friedman 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, and neither a written report nor oral advice was provided to the Company that Friedman
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 such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Date:
April 30, 2020
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MANUFACTURED
HOUSING PROPERTIES INC.
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|
|
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By:
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/s/
Raymond M. Gee
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Raymond
M. Gee
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Chief
Executive Officer
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2
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