Current Report Filing (8-k)
04 August 2018 - 2:35AM
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 (Date of earliest event reported)
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July 31, 2018
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ZHEN
DING RESOURCES INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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333-188152
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11-335926
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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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Suite 205, 353 St. Nicolas, Montreal, Quebec, Canada
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H2Y 2P1
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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438-882-4148
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N/A
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(Former name or former address, if changed since last report.)
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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))
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
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Changes in Registrant’s Certifying Accountant
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On July 31, 2018, Zhen Ding Resources Inc. (the “Company”)
engaged Marcum LLP (“Marcum”) as its independent registered public accountants. This engagement occurred in connection
with the Company’s prior independent public accountants, GBH CPAs, PC ("GBH") resigning, effective July 1, 2018,
as a result of combining its practice with Marcum. The engagement of Marcum has been approved by the Company's Board of Directors.
Pursuant to applicable rules, the Company makes the following
additional disclosures:
(a) GBH’s reports on the consolidated financial statements
of the Company as at and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports
contained explanatory paragraphs in respect to uncertainty as to the Registrant’s ability to continue as going concern.
(b) During the fiscal years ended December 31, 2017 and 2016
and through July 31, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if not resolved to GBH' satisfaction would have caused it to make reference
thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31, 2017
and 2016 and through July 31, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c) During the fiscal years ended December 31, 2017 and 2016
and through July 31, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation
with respect to any of (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; or (iii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v)
of Regulation S-K.
The Company has provided GBH with a copy of the foregoing disclosure
and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made therein. A copy of such letter, dated July 31, 2018, is filed as Exhibit 16.1 to this Report.
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.
ZHEN DING RESOURCES INC.
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/s/
Wen Mei Tu
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Wen Mei Tu
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President and Director
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Date: August 3, 2018
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