Current Report Filing (8-k)
June 01 2020 - 01:23PM
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): May 27, 2020
NOCERA, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
000-55993 |
|
16-1626611 |
(Commission File Number) |
|
(IRS Employer Identification
No.) |
2030 POWERS FERRY ROAD SE, SUITE #212
ATLANTA, GA 30339
(Address of principal executive offices and zip code)
404-816-8240
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ] 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:
None
Title of each Class |
Trading Symbol |
Name of each exchange on which
registered |
N/A |
N/A |
N/A |
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)
Emerging Growth Company x
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. ¨
4.01. Changes in Registrant’s Certifying Accountants
On May 27, 2020, we dismissed our principal independent accountant
Marcum Bernstein & Pinchuk, LLP, hereafter referred as “MBP”
from its engagement with the Company, which dismissal was effective
immediately. The decision to dismiss MBP as the Company’s principal
independent accountant was approved by the Board of Directors of
the Company on May 27, 2020.
There were no disagreements between the Company and MBP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, from the time of MBP’s
engagement up to the date of dismissal which disagreements that, if
not resolved to MBP’s satisfaction, would have caused MBP to make
reference to the subject matter of the disagreement in connection
with its report issued in connection with the audit of the
Company’s financial statements. None of the reportable events
described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred
within the two fiscal years of the Company ended December 31, 2019
and 2018 and subsequently up to the date of dismissal, and except
for the material weaknesses in the Company’s internal control over
financial reporting (the “Material Weaknesses”) as disclosed in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on May 14, 2020. The Audit Committee and
Board of Directors of the Company discussed the Material Weaknesses
with MBP. The audit report of MBP on the financial statements of
the Company as of December 31, 2019 did not contain any adverse
opinion or disclaimer of opinion, and such audit report was not
qualified or modified as to uncertainty, audit scope or accounting
principles. A letter from MBP addressed to the Securities and
Exchange Commission stating that it concurs with the statements
made by the Company with respect to MBP in this Current Report on
Form 8-K. A copy of such letter is furnished hereto as Exhibit 16.1
with the filing of this Current Report on Form 8-K.
The Company has engaged Centurion ZD CPA & Co. (“CZD”) as the auditor to serve as its
independent auditor. The decision to engage CZD as the Company’s
principal independent accountant was approved by the Board of
Directors of the Company on May 27, 2020. During the fiscal year of
the Company ended December 31, 2019 and through the date of CZD’s
engagement, the Company did not consult CZD 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; or (ii)
any matter that was either the subject of a “disagreement” or “reportable event” within the meaning set forth in
Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
Item 9.01 Exhibits
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 hereunto duly authorized.
Nocera, Inc.
By: /s/ Erik S. Nelson
____________________
Erik S. Nelson
Title: Corporate Secretary
Date: June 1, 2020