Current Report Filing (8-k)
August 08 2019 - 1:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 8, 2019 (August 8, 2019)
Bat Group, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-36055
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45-4077653
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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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Room 104, No. 33 Section D,
No. 6 Middle Xierqi Road,
Haidian District, Beijing, China
(Address of Principal Executive Offices)
+86 (010) 59441080
(Issuer’s telephone number)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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☐
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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 (§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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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GLG
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Nasdaq Capital Market
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Item 4.01
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Changes in Company's Certifying Accountant.
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(a)
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Previous independent registered public accounting firm:
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On May 6, 2019,
the Board of Directors of the Company (the “
Board
”) approved the dismissal of BDO China Shu Lun Pan Certified
Public Accountants LLP (“
BDO
”) as the Company’s independent registered public accounting firm, effective
August 8, 2019.
For the fiscal years ended
December 31, 2018 and 2017, BDO’s audit reports on the Company’s financial statements did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified as to audit scope or accounting principles.
During the fiscal
years ended December 31, 2018 and any subsequent interim period through the date of dismissal, August 8, 2019, (i) there were
no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between
the Company and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to BDO’s satisfaction, would have caused BDO to make reference in connection with BDO’s
opinion to the subject matter of the disagreement; and (ii) except for the matter relating to internal control over financial
reporting described below, there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K.
BDO has communicated to
us that the Company did not maintain effective internal controls over financial reporting. Specifically,
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(i)
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Certain personnel primarily responsible for the preparation of our financial statements require additional requisite levels of knowledge, experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements.
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As disclosed in the Company's
Annual Report on Form 10-K for the year ended December 31, 2018, we expect to implement certain measures in 2019 to remediate the
material weakness identified in our internal control over financial reporting.
We
furnished a copy of the disclosures in this report to BDO and have requested that BDO furnish us with a letter addressed to the
SEC stating whether such firm agrees with the above statements or, if not, stating the respects in which it does not agree. We
have received the requested letter from BDO, and a copy of the letter is filed with this Current Report on Form 8-K as
Exhibit 16.1.
(b)
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New independent registered public accounting firm:
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On May 6, 2019,
upon recommendation of the Audit Committee, the Board approved the appointment of Friedman LLP (“
Friedman
”)
as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements
as of and for the fiscal year ending December 31, 2019, effective August 8, 2019.
During
the two most recent fiscal years and through August 8, 2019, the Company has not consulted with Friedman regarding (1) any
matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, or (2) any
matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K.
Item 9.01
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Financial Statement and Exhibits
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(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.
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BAT GROUP, INC.
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Date: August 8, 2019
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By:
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/s/ Jiaxi Gao
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Name:
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Jiaxi Gao
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Title:
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Chief Executive Officer
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