Current Report Filing (8-k)
19 July 2017 - 7:30AM
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:
July
18, 2017
MERCARI
COMMUNICATIONS GROUP, LTD.
(Exact
name of registrant as specified in its charter)
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Colorado
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0-17284
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84-1085935
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State
of
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Commission
File
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IRS
Employer
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Incorporation
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Number
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Identification
No.
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1120
Avenue of the Americas, 4th floor, New York, NY 10036
(Address
of principal executive offices)
714-858-1147
(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 of 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
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 [X]
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. [ ]
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Item 4.01
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Changes in Registrant’s Certifying
Accountant
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(a)
Dismissal of Principal Accountant
1.
On July 18, 2017, Mercari Communications Group, Ltd. (the “Company”) dismissed BloomSchon CPAs LLC (“BloomSchon”)
as its independent registered principal accounting firm. BloomSchon has been the Company’s independent registered principal
accounting firm since September 29, 2015 and issued a report on the Company’s financial statements for the year ended May
31, 2016. BloomSchon’s report on the Company’s financial statements for the fiscal year ended May 31, 2016 did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles.
Such report of BloomSchon was prepared assuming that the Company had the ability to continue as a going concern. The decision
to change auditors was approved by entire Board of Directors of the Company.
2.
During the year ended May 31, 2016 and the subsequent interim periods through the date of this filing, (i) the Company has not
had any disagreements with BloomSchon on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to BloomSchon’s satisfaction, would have caused them to make reference
thereto in their reports on the Company’s financial statements for such periods, and (ii) there were no reportable events,
as defined in Item 304(a)(1)(v) of Regulation S-K.
3.
The Company has provided BloomSchon with a copy of disclosures it is making in this Form 8-K and requested that BloomSchon furnish
a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein.
A copy of BloomSchon’s letter dated July 18, 2017, is filed as Exhibit 16.1 hereto.
(b)
Engagement of Principal Accountant
1.
On July 18, 2017, the Company engaged MJF & Associates, APC (“MJF”) as its registered independent public accountants
for the fiscal year ended May 31, 2017. The decision to engage MJF was approved by the Board of Directors of the Company.
2.
During the Company’s two most recent fiscal years ended May 31, 2016 and 2017, and through the date of this filing, the
Company did not consult with MJF on (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and MJF did not provide
either a written report or oral advice to the Company that MJF concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter the subject of any disagreement,
as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event within the meaning
set forth in Item 304(a)(1)(v) of Regulation S-K.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
16.1 Letter to Securities and Exchange Commission from BloomSchon CPAs LLC dated July 18, 2017.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 18th day of July, 2017.
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Mercari
Communications Group, Ltd.
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By:
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/s/
Ethan Chuang
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Ethan
Chuang
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Vice
President
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