8-K
Cosmos Group Holdings Inc. (COSG)
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 (Dateof earliest event reported): February 9,2023
| Cosmos Group Holdings Inc. | ||
|---|---|---|
| .(Exact name of registrant as specified in its charter) | ||
| Nevada | 000-55793 | 90-1177460 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> of<br> incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 37th Floor, Singapore Land Tower<br><br> <br>50 Raffles Place<br><br> <br>Singapore | 048623 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code +65 6829 7017 |
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 (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b)of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
|---|---|---|
| Common | COSG | NA |
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 CertifyingAccountant.
(a) Release of Independent Registered PublicAccounting Firm
On February 9, 2023, J&S Associate (“J&S”) resigned from its position as our independent registered public accountant, effective immediately.
J&S was engaged by us on August 2, 2021 and has rendered reports on our financial statements for each of the two fiscal years ended December 31, 2021 and 2020. Since the fiscal year December 31, 2020 and through the date of this form 8-K, J&S has neither provided any adverse opinion or qualifications on our financial statements nor had a disagreement with the Company since their engagement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to J&S’ satisfaction, would have caused J&S to make reference to the subject matter of the disagreement in connection with the audit of the Company’s financial statements.
None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within period of the engagement of J&S up to the date of release.
We have provided J&S with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”). J&S has provided a letter addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.
(b) New independent registered public accountingfirm
We have engaged Fortune CPA, Inc. (“Fortune”) as our independent registered public accounting firm, effective February 10, 2023. The decision to engage Fortune as our independent registered public accounting firm was approved by our board of directors.
During the two most recent fiscal years and through the date of this report, we have not consulted with Fortune regarding any of the following:
| 1. | the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; |
|---|---|
| 2. | the type of audit opinion that might be rendered on the Company’s financial statements by Fortune, in either case where written or oral advice provided by Fortune would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or |
| 3. | any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter from J&S Associate dated February 9, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| Cosmos Group Holdings, Inc. | ||
|---|---|---|
| Date: February 24, 2023 | By*:* | /s/ Man Chung CHAN |
| Man Chung CHAN | ||
| Chief Executive Officer |
| 2 |
| --- |
Exhibit 16.1
J&S ASSOCIATE PLT
B-11-14, Megan Avenue II
12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia
Tel: +603-4813 9469
February 9, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners,
We have read Item 4.01 of Form 8-K of Cosmo Group Holdings Inc., which we understand will be filed with the Securities and Exchange Commission on or soon after February 9, 2023 in regard to its change in auditors. We agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ J&S Associate PLT