8-K
JRSIS HEALTH CARE Corp (JRSS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, 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):July 20, 2023
JRSIS
HEALTH CARE CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 1-36758 | 46-4562047 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
3/F Building A, Derun Yuan, No. 19 Changyi Road
Wuguishan, Zhongshan City, P.R. China 528458
(Address of Principal Executive Office) (Zip Code)
86-0760-88963658
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| ****<br><br> <br>Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 (§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 Change in Registrant’s Certifying Accountant
On July 20, 2023 the Board of Directors of JRSIS Health Care Corporation dismissed Centurion ZD CPA & Co. (“Centurion”) from its position as the principal independent accountant for JRSIS Health Care Corporation (the “Company”), effective immediately. The Company does not have an Audit Committee of the Board of Directors.
The audit report of Centurion on the Company’s financial statements for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion or qualification, except that the audit report of Centurion on the Company’s financial statements for the years ended December 31, 2022 and 2021 did contain a modification expressing substantial doubt about the ability of the Company to continue as a going concern. Centurion did not, during the applicable periods, advise the Company of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.
For the years ended December 31, 2022 and 2021, and the subsequent interim period through July 20, 2023, there was no (i) disagreement between the Company and Centurion on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to its satisfaction, would have caused Centurion to make reference to the subject matter of such disagreement in connection with its report. During the same period, there was no “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company requested Centurion to furnish a letter addressed to the Securities Exchange Commission stating whether it agrees with the statements in this 8-K pertaining to Centurion. A copy of the letter is filed as an exhibit to this 8-K.
On July 20, 2023, the Company appointed the firm of ARK Pro CPA & Co (“ARK”) as its independent registered public accounting firm for the fiscal year ending December 31, 2023. At no time during the past two fiscal years or any subsequent period prior to July 20, 2023 did JRSIS Health Care Corporation consult with ARK Pro CPA & Co. regarding any matter of the sort described above with reference to Centurion ZD CPA & Co., any issue relating to the financial statements of JRSIS Health Care Corporation, or the type of audit opinion that might be rendered for JRSIS Health Care Corporation
Item 9.01 Financial Statements and Exhibits
Exhibits
| 16 | Letter from Centurion ZD CPA & Co. |
|---|---|
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
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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.
| JRSIS Health Care Corporation | ||
|---|---|---|
| Date: August 7, 2023 | By: | /s/ Huang Zhifei |
| Huang Zhifei, Chief Executive Officer |
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Exhibit 16
August 7, 2023
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
U.S.A.
Ladies and Gentlemen:
We have read the statements concerning our firm contained in Item 4.01 of this Form 8-K of JRSIS Health Care Corporation dated and filed with the Securities and Exchange Commission on August 7, 2023 and are in agreement with the statements concerning our firm contained in the first, second, third and fourth paragraphs. We have no basis to agree or disagree with other statements contained therein.
Very truly yours
/s/ Centurion ZD CPA & Co.
Centurion ZD CPA & Co.
Hong Kong, China