0001520138-16-001085.txt : 20160812 0001520138-16-001085.hdr.sgml : 20160812 20160812170031 ACCESSION NUMBER: 0001520138-16-001085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160729 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160812 DATE AS OF CHANGE: 20160812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASEA INC. CENTRAL INDEX KEY: 0001631282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 472019013 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-202071 FILM NUMBER: 161828973 BUSINESS ADDRESS: STREET 1: 1 XINGHUO RD, CHANGNING BLDG, STE.21BC1 STREET 2: FENGTAI DISTRICT CITY: BEIJING STATE: F4 ZIP: 100070 BUSINESS PHONE: (86)10-58401996 MAIL ADDRESS: STREET 1: 1 XINGHUO RD, CHANGNING BLDG, STE.21BC1 STREET 2: FENGTAI DISTRICT CITY: BEIJING STATE: F4 ZIP: 100070 FORMER COMPANY: FORMER CONFORMED NAME: ROSE ROCK INC. DATE OF NAME CHANGE: 20150121 8-K 1 dtss-20160812_8k.htm CURRENT REPORT
 
 

 

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 12, 2016 (July 29, 2016)

Datasea Inc.

 

(Exact name of registrant as specified in its charter)

 

Nevada 333-202071 45-2019013

(State or other jurisdiction of incorporation)

(Commission File Number) (IRS Employer Identification No.)

1 Xinghuo Rd

Changning Building, Suite 21BC1

Fengtai District

Beijing, P.R. China

(Address of principal executive offices)

Registrant’s telephone number, including area code: (86)10-58401996

Not Applicable

(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) 

 
 

 

 

Item 4.01 Changes in Company's Certifying Accountant.

 

(1)Previous Independent Registered Public Accounting Firm

 

(i)On August 4, 2016, Datasea Inc. (the “Company”) dismissed its independent registered public accounting firm, Paritz & Company, P.A. (“Paritz & Company”)

 

(ii)The decision to change independent registered public accounting firm was approved by the Company’s board of directors.

 

(iii)The reports of Paritz & Company on the Company’s financial statements for the year ended December 31, 2014 and the reports of Paritz & Company on the financial statements of the accounting acquirer in the merger on October 29, 2015, Shuhai Information Technology Co., Ltd (“Shuhai”) for the year ended June 30, 2015, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report contained an uncertainty about the Company’s ability to continue as a going concern.

 

(iv)During the past two years and through August 4, 2016 (the date of dismissal), (a) there were no disagreements with Paritz & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Paritz & Company, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

 

(v)On August 5, 2016 the Company provided Paritz & Company with a copy of this Current Report and has requested that it furnish the Company with a letter addressing to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

(2)New Independent Registered Public Accounting Firm

 

On July 29, 2016, the Company, upon the approval of the Company’s board of directors, engaged Anton & Chia LLP. (“Anton & Chia”) as its new independent registered public accounting firm to audit and review the Company’s financial statements, effective immediately. During the two most recent years ended December 31, 2014 and 2015, and any subsequent period through the date hereof prior to the engagement of Anton & Chia, neither the Company, nor someone on its behalf, has consulted Anton & Chia regarding:

 

(i)Either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the Company or oral advice was provided that the new accountant concluded was an important 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 S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.

 

Description

16.1 Letter of Paritz & Company dated August 12, 2016 to the U.S. Securities and Exchange Commission.

 

-2

 

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.

 

Date: August 12, 2016         DATASEA INC.
               
              By: /s/ Zhixin Liu
              Name: Zhixin Liu
              Title: Chairman of the Board, Chief Executive Officer, President, Interim Chief Financial Officer, Secretary and Treasurer

 

-3

EX-16.1 2 dtss-20160812_8kex16z1.htm EXHIBIT 16.1

 

Paritz & Company, P.A.

 

 

15 Warren Street, Suite 25

Hackensack, New Jersey 07601

(201)342-7753

Fax: (201) 342-7598

 

 

Certified Public Accountants

 

 

 

August 12, 2016

 

 

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7561

 

 

Dear Sirs/Madams:

 

We have read Item 4.01 of Form 8-K dated August 12, 2016, of Datasea, Inc. and are in agreement with the statements contained in the first, second, third, fourth and fifth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

 

Very truly yours,

 

 

/s/ Paritz & Company, P.A.

 

Hackensack, New Jersey