Current Report Filing (8-k)
November 09 2020 - 04:57PM
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): November 9,
2020
Palayan Resources Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-55348 |
83-4575865 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of Incorporation) |
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Identification Number) |
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9300 Conroy Windermere Rd. #3250
Windermere, FL 34786
(407) 536-9422
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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 (see General Instruction A.2.
below):
☐ |
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:
Title of each
class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common Stock |
PLYN |
OTC Markets |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☒
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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a) |
Resignation of Previous Independent Registered Public Accounting
Firm |
On
November 5, 2020 Palayan Resources Inc. received formal notice that
our independent auditors, Sadler, Gibb & Associates, LLC
(“SGA”) had made the decision to resign as our independent
accountants effective November 5, 2020. On November 6, 2020, the
Board of Directors voted unanimously to accept the resignation.
SGA
audited the financial statements of the Company for the last five
years ending March 31, 2020. The report of SGA on such financial
statements, dated March 31, 2020, did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
For
the past two fiscal years and subsequent interim periods though the
date of resignation, there have been no disagreements with the
former accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction
of SGA, would have caused them to make reference thereto in their
report on the financial statements.
During the two most recent fiscal years and the interim period to
the date of their resignation, there have been no reportable
events, as that term is defined in Item 304(a)(1)(v) of Regulation
S-B.
During the Company's two most recent fiscal years, and since then,
SGA has not advised the Company that any of the following exist or
are applicable:
(1) |
That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has
come to their attention that has led them to no longer be able to
rely on management's representations, or that has made them
unwilling to be associated with the financial statements prepared
by management.
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(2) |
That the Company needs to expand significantly the scope of its
audit, or that information has come to their attention that if
further investigated may materially impact the fairness or
reliability of a previously issued audit report or the underlying
financial statements or any other financial presentation, or cause
them to be unwilling to rely on management's representations or be
associated with the Company's financial statements for the
foregoing reasons or any other reason, or
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(3) |
That they have advised the Company that information has come to
their attention that they have concluded materially impacts the
fairness or reliability of either a previously issued audit report
or the underlying financial statements for the foregoing reasons or
any other reason.
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We
have provided Sadler, Gibb & Associates, LLC a copy of the
disclosure made in response to this Item 4.01 and have requested
that Sadler, Gibb & Associates, LLC provide a letter addressed
to the Securities & Exchange Commission confirming their
agreement with the disclosure contained herein. Pursuant to our
request, Sadler, Gibb & Associates, LLC has provided the letter
attached hereto as Exhibit 16.1.
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(b) |
Engagement of New Independent Registered Public Accounting
Firm |
On November 6, 2020, Pohl, TAAD, LLP (“TAAD”), Certified Public
Accountants of Diamond Bar, California, were appointed by the
Company to review our financial statements for the quarter ended
September 30, 2020. During our two most recent fiscal years and the
subsequent interim periods preceding their appointment as
independent accountants, neither the Company nor anyone on its
behalf consulted TAAD regarding either the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered of
the Company's consolidated financial statements, nor has TAAD
provided to the Company a written report or oral advice regarding
such principles or audit opinion.
ITEM 9.01
Financial Statements and Exhibits.
Exhibit 16.1 Letter to SEC from Sadler, Gibb & Associates, LLC
dated November 9, 2020.
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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Palayan Resources, Inc. |
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Dated: November 9, 2020 |
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EXHIBIT INDEX
16.1 |
Letter from Sadler, Gibb & Associates, LLC addressed to the
Securities and Exchange Commission, dated as of November 9,
2020. |