Current Report Filing (8-k)
November 02 2022 - 11:47AM
Edgar (US Regulatory)
0001715433
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0001715433
2022-10-31
2022-10-31
iso4217:USD
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): October 31, 2022
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.) |
Room
2708-09, Metropolis Tower,
10
Metropolis Drive, Hung Hom, Hong Kong |
|
|
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +852 3487 6378
N/A
(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 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
October 31, 2022, the Board of Directors of Leader Capital Holdings Corp. (the “Company”) approved the engagement of YCY
CPAS PLLC (“YCY”) as its independent registered public accounting firm for the fiscal year ended August 31, 2022, subject
to YCY’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.
The
reports of Centurion on the financial statements of the Company as of and for the years ended August 31, 2021 and 2020 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, 2021 and 2020, and through the interim period ended October 31, 2022, 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, 2021 and 2020, and through the interim period ended October 31, 2022, 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, 2021: (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
The
Company has provided Centurion with a copy of the disclosures it is making in this Form 8-K and requested that Centurion furnish the
Company a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy
of Centurion’s letter, dated November 1, 2022 is filed 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:
November 2, 2022 |
By: |
/s/
Yi-Hsiu Lin |
|
|
Yi-Hsiu
Lin
Chief
Executive Officer |
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