UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT
PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

 

March 15, 2022

(Date of Report (Date of earliest event reported))

 

STARTENGINE CROWDFUNDING, INC.

(Exact name of issuer as specified in its charter)

 

Delaware   46-5371570
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification No.)

 

3900 West Alameda Avenue, Suite 1200
Burbank, California 91505
 

 

90069

(Address of principal executive offices)   (Zip code)

 

(800) 317-2200

(Registrant’s telephone number, including area code)

 

Common Shares and Series T Preferred Stock

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

Item 4. Changes in Issuer’s Certifying Accountant

 

a) Dismissal of Independent Accounting Firm

 

On March 15, 2022, the board of directors (the “Board”) of StartEngine Crowdfunding, Inc. (the “Company”) approved and ratified the appointment of Borgers & Associates LLC (“Borgers”) as the Company’s independent accounting firm for the fiscal year ending December 31, 2021. In connection with its selection of Borgers, the Board ratified the change in auditor from its former independent accounting firm, dbbmckennon (“dbbmckennon”).

 

dbbmckennon’s audit reports on the Company’s financial statements for the fiscal years ended December 31, 2020 and December 31, 2019 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to any uncertainty, audit scope or accounting principle.

 

During the fiscal years ended December 31, 2020 and December 31, 2019 and through the subsequent date of dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and dbbmckennon on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to dbbmckennon’s satisfaction, would have caused dbbmckennon to make reference to the matter in their report. During the fiscal years ended December 31, 2020 and December 31, 2019 and through the subsequent date of dismissal there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has provided dbbmckennon with a copy of this Current Report on Form 1-U and requested that it provide the Company with a letter addressed to the SEC indicating whether or not dbbmckennon agrees with the disclosures contained herein and, if not, the respects in which it is not in agreement. A copy of dbbmckennon’s letter, dated March 16, 2022 is filed as Exhibit 9.1 to this Current Report on Form 1-U.

 

(b) Appointment of Independent Accounting Firm

 

On March 15, 2022, the Board approved and ratified the appointment of Borgers as the Company’s new independent accounting firm. Neither the Company nor anyone acting on its behalf has consulted with Borgers regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) 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 Borgers 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 “reportable event” (as each term is defined in Item 304(a)(1)(iv) and (v) of Regulation S-K, respectively).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  StartEngine Crowdfunding, Inc.  
   
  By: /s/ Howard Marks
  Howard Marks
  Chief Executive Officer

 

Date: March 16, 2022

 

 

 

 

Exhibit Index

 

Exhibit No.   Description
9.1   Letter from dbbMcKennon 

 

 

 

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