8-K
Smart Powerr Corp. (CREG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): September
15, 2021
CHINA RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in charter)
| Nevada | 001-34625 | 90-0093373 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 4/F, Tower C<br><br><br><br>Rong Cheng Yun Gu Building<br><br><br><br>Keji 3rd Road, Yanta District<br><br><br><br>Xi’an City, Shaanix Providence, China | 710075 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area
code: (86-29) 8765-1097
| 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | CREG | Nasdaq Stock Market |
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 Company’s CertifyingAccountant.
| (1) | Previous Independent Registered Public Accounting Firm |
|---|---|
| i. | On September 15, 2021, our Board of Directors received notice that its independent auditors, Prager Metis<br>CPAs, LLC (“Prager Metis”), will not stand for reappointment for the 2021 audit engagement. |
| --- | --- |
| ii. | The reports of Prager Metis on the financial statements of the Company for the fiscal years ended<br>December 31, 2020 and 2019, and the related statements of operations and comprehensive income (loss), changes in stockholders’ equity<br>(deficit), and cash flows for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or disclaimer of opinion<br>and were not qualified or modified as to uncertainty, audit scope or accounting principles. |
| --- | --- |
| iii. | On September 29, 2021, the Board of Directors voted unanimously to accept the resignation of Prager Metis. |
| --- | --- |
| iv. | During the years ended December 31, 2020 and 2019 and the subsequent interim period through September<br>15, 2021, there were no: (a) disagreements with Prager Metis on any matter of accounting principles or practices, financial statement<br>disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make<br>reference in connection with their opinion to the subject matter of the disagreement, or (b) “reportable events” under Item<br>304(a)(1)(v) of Regulation S-K. |
| --- | --- |
| (2) | New Independent Registered Public Accounting Firm. |
| --- | --- |
On September 29, 2021, the board of directors of the Company approved the resignation of Prager Metis and appointment of Benjamin & Ko, LLC (“Benjamin & Ko”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended December 31, 2020 and 2019 and any subsequent interim periods through the date hereof prior to the engagement of Benjamin & Ko, neither the Company, nor someone on its behalf, has consulted Benjamin & Ko regarding:
| i. | either: the application of accounting principles to a specified transaction, either completed or proposed;<br>or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report<br>was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important<br>factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
|---|---|
| ii. | any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation<br>S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. |
| --- | --- |
The Company has requested that Prager Metis furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Prager Metis’ letter, dated September [ ], 2021, is filed as an Exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter from Prager Metis CPAs, LLC addressed to the U.S. Security Exchange Commission |
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 thereunto duly authorized.
| CHINA RECYCLING ENERGY CORPORATION | ||
|---|---|---|
| Date: October 4, 2021 | By: | /s/ Yongjiang Shi |
| Yongjiang Shi<br><br> <br>Chief Financial Officer |
Exhibit 16.1
September 29, 2021
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We have read Item 4.01 of Form 8-K of China Recycling Energy Corporation dated September 29, 2021. We agree with the statements made concerning our firm contained therein.
Yours very truly,
/s/ Prager Metis CPAs LLC
Las Vegas, Nevada