Current Report Filing (8-k)
16 Junho 2023 - 7:49AM
Edgar (US Regulatory)
0001715433
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0001715433
2023-06-16
2023-06-16
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xbrli:shares
iso4217:USD
xbrli:shares
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): June 16, 2023
LEADER
CAPITAL HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-56159 |
|
37-1853394 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Rm.
301, 3F., No. 131, Sec. 3, Minsheng E. Rd.,
Songshan
Dist., Taipei City 105405, Taiwan (R.O.C.) |
|
105405 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +886-2-2547-5643
N/A
(Former
address since last report: Room 2708-09, Metropolis Tower,
10
Metropolis Drive, Hung Hom, Hong Kong )
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:
☐ |
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.
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 ☒
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
On
June 15, 2023, the Board of Directors of Leader Capital Holdings Corp. (the “Company”) approved the engagement of
ARK PRO CPA & CO (“ARK”) as its independent registered public accounting firm for the fiscal year ended August 31, 2023,
subject to ARK’s completion of their client acceptance procedures. On the same day, the Board of Directors approved the dismissal
of Centurion ZD CPA & Co. (“Centurion”) as independent registered public
accounting firm of the Company, effective immediately.
Centurion’s
reports on the financial statements of the Company as of and for the years ended August 31, 2022 and 2021 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except for an explanatory
paragraph in such reports regarding substantial doubt about the Company’s ability to continue as a going concern.
For
the years ended August 31, 2022 and 2021, and through the interim period ended November 30, 2022 and February 28, 2023, or subsequently
upto June 15, 2023, the Company had no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K) with
Centurion 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 Centurion, would have caused it to make reference to the subject matter of such
disagreements in its audit reports.
For
the years ended August 31, 2022 and 2021, and through the interim period ended November 30, 2022 and February 28, 2023, there was one
“reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K, relating to disclosure of material weaknesses
in the Company’s internal control over financial reporting. As previously reported, the management of the Company identified following
material weaknesses as of August 31, 2022: (i) the Company does not have an audit committee; (ii) the Company does not maintain adequate
written policies and procedures; (iii) the Company did not implement appropriate information technology controls; and (iv) the Company
does not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience
in the application of accounting principles generally accepted in the United States commensurate with the Company’s financial reporting
requirements.
During
the Company’s fiscal years ended August 31, 2022 and 2021, and through the subsequent interim period on or prior to June 15,
2023, neither the Company nor anyone on its behalf has consulted with ARK on either (a) 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 (b) any matter that was the subject of a disagreement Form 10-K (and the related instructions thereto).
The
Company has provided Centurion with a copy of the statements set forth in this filing on Form 8-K with the Securities and Exchange Commission
(the “SEC”). The Company requested that Centurion furnish the Company with a letter addressed to the SEC stating whether
Centurion agrees with the statements in this Form 8-K as required by SEC rules, and Centurion has furnished the requested letter, which
is attached as Exhibit 16.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
|
LEADER
CAPITAL HOLDINGS CORP. |
|
|
|
Date:
June 16, 2023 |
By: |
/s/
Yi-Hsiu Lin |
|
|
Yi-Hsiu
Lin
Chief
Executive Officer |
Leader Capital (PK) (USOTC:LCHD)
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