UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
July
15, 2019
CHINA
RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada |
|
000-12536 |
|
90-0093373 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji
3rd Road, Yanta District
Xi’an
City, Shaanxi Province
China
710075
(Address of principal executive offices, including zip code)
(86-29)
8765-1097
(Registrant’s telephone number, including area code)
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)) |
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. ☐
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 |
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
July 15, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors of China Recycling Energy Corporation,
a Nevada corporation (the “Company”) approved the dismissal of MJF and Associates, APC (“MJF”) as the
Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019, effective immediately.
MJF’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2018
and 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
During
the fiscal years ended December 31, 2018 and 2017, and in the subsequent interim period through July 14, 2019, there were (i)
no disagreements between the Company and MJF 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 MJF, would have caused MJF to make
reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable
events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided MJF with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”)
prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested
that MJF furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of MJF’s
letter dated July 18, 2019, is attached as Exhibit 16.1 hereto.
On
July 15, 2019, the Audit Committee approved the engagement of Prager Metis CPAs, LLP ("Prager Metis"), as the Company’s
independent registered public accounting firm, effective as of July 15, 2019. The Audit Committee also approved Prager Metis
to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
In
deciding to approve the engagement of Prager Metis, the Audit Committee reviewed auditor independence and existing commercial
relationships with Prager Metis, and concluded that Prager Metis has no commercial relationship with the Company that would impair
its independence. During the fiscal years ended December 31, 2018 and 2017, respectively, and in the subsequent interim period
through July 14, 2019, neither the Company nor anyone acting on its behalf has consulted with Prager Metis on any of the matters
or events set forth in Item 304(a)(2) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
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.
| |
China
Recycling Energy Corporation |
| |
|
| Date: July 18, 2019 |
/s/
Guohua Ku |
| |
Guohua Ku,
Chairman & Chief Executive Officer |
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