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) August 15, 2016
NOGALES
RESOURCES CORP.
(Exact
name of registrant as specified in its charter)
| NEVADA |
333-199013 |
35-2510378 |
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
| |
|
|
| 4/F
Fung House, 20 Connaught Road, Central, Hong Kong |
|
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
| |
|
|
| Registrant's
telephone number, including area code |
+86-21-63916701 |
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))
SECTION
4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a) Termination
of Independent Registered Public Accounting Firm
On
August 15, 2016, Nogales Resources Corp. (the “Company”) dismissed Malone Bailey, LLP (“Malone Bailey”)
as its independent accountants.
Malone
Bailey’s reports on the financial statements of the Company for the years ended April 30, 2016 and 2015 did not contain
an adverse opinion or disclaimer of opinion, nor were they modified or qualified as to uncertainty, audit scope or accounting
principles with the exception of a statement regarding the uncertainty of the Company's ability to continue as a going concern.
There
have been no disagreements during the fiscal years ended April 30, 2016 and 2015 and the subsequent interim period up to and including
the date of Malone Bailey’s dismissal between the Company and Malone Bailey on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Malone Bailey, would
have caused them to make reference to the subject matter of the disagreement in connection with their report on the Company’s
financial statements for those periods. During our fiscal year ended April 30, 2016 and 2015, we disclosed that our internal controls
over financial reports were not effective. Our internal control weaknesses were discussed by our Board of Directors with Malone
Bailey and Malone Bailey has been authorized to respond fully to the inquiries of our successor accountants with respect to such
weaknesses.
The
Company has provided Malone Bailey with a copy of this report and has requested in writing that Malone Bailey provide a letter
addressed to the Securities and Exchange Commission stating whether or not they agree with the above statements. The Company has
received the requested letter from Malone Bailey and has included such letter as an exhibit to this report.
(b) Appointment
of Independent Registered Public Accounting Firm
On
August 15, 2016, the Company appointed Dale Matheson Carr-Hilton Labonte LLP ("DMCL") as its new independent accountants.
The Company’s Board of Directors unanimously approved the engagement of DMCL.
The
Company did not consult with DMCL during the fiscal years ended April 30, 2016 and 2015 and any subsequent interim period prior
to their engagement regarding: (i) the application of accounting principles to a specific completed or proposed transaction or
the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided
to the Company nor oral advice was provided that the newly appointed accountant concluded was an important factor 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
or a reportable event as defined and described in paragraphs (a)(1)(iv) and (a)(1)(v) of Item 304 of Regulation S-K, promulgated
under the Securities Exchange Act of 1934, as amended.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURE
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.
NOGALES
RESOURCES CORP.
Date:
August 16, 2016
By: /s/
Lei Yang
Lei
Yang,
Chief
Executive Officer and Director
