Report of Foreign Issuer (6-k)
January 21 2020 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of, January 2020
Commission File Number: 001-34661
Lianluo
Smart Limited
(Translation of registrant’s name
in English)
Room 1318, 13th Floor, No. 22 Shijingshan
Road,
Shijingshan District, Beijing 100040
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Changes in Registrant’s Certifying
Accountant
Former Independent Registered Public Accounting
Firm
On January 20, 2020, the Audit Committee of
Board of Directors of Lianluo Smart Limited (the “Company”) decided to dismiss its independent registered public accounting
firm, Centurion ZD CPA & Co. (“Centurion”), effective immediately.
The audit reports of Centurion on the Company's
consolidated financial statements as of and for the years ended December 31, 2018 and 2017 contained no 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
as of and for the year ended December 31, 2017 included an explanatory paragraph that described the restatement of the fiscal year
2016 financial statements to correct the Company’s accounting for warrants. Centurion did not audit the Company’s consolidated
financial statements as of and for the year ended December 31, 2019.
During the Company’s two most recent
fiscal years and for the subsequent interim period through January 20, 2020, the Company had no “disagreements” (as
described in Item 16F(a)(1)(iv) of Form 20-F) with Centurion 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 Centurion, would have caused
it to make reference in connection with its opinion to the subject matter of the disagreements.
During the Company’s two most recent
fiscal years and for the subsequent interim period through January 20, 2020, there was one “reportable event” within
the meaning of Item 16F(a)(1)(v) of Form 20-F, relating to disclosure of material weaknesses in the Company’s internal control
over financial reporting. As previously reported, the following material weaknesses were identified: (1) lack of sufficient qualified
accounting personnel with appropriate understanding of U.S. GAAP and Securities and Exchange Commission (“SEC”) reporting
requirements commensurate with our financial reporting requirements, which resulted in a number of internal control deficiencies
that were identified as being significant; (2) as a small company, we do not have sufficient internal control personnel to set
up adequate review functions at each reporting level.
In accordance with Item 16F(a)(3) of Form 20-F,
the Company furnished Centurion with a copy of this Form 6-K on January 20, 2020, providing Centurion with the opportunity to furnish
the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein in response
to Item 16F(a) of Form 20-F, and if not, stating the respects in which it does not agree. Attached as Exhibit 15.1 is a copy of
Centurion’s letter addressed to the SEC relating to the statements made by the Company in this report.
New Independent Registered Public Accounting
Firm
On January 20, 2020, upon the Audit Committee’s
approval, the Company engaged BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO China”) as its new independent
registered public accounting firm to audit and review the Company’s financial statements effective immediately.
During the Company’s two most recent
fiscal years and through the subsequent interim period to January 20, 2020, the Company did not consult BDO China with respect
to (a) 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 consolidated financial statements, and neither a written report was provided
to the Company or oral advice was provided that BDO China concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of either a disagreement
as defined in Item 16F(a)(1)(iv) of Form 20-F or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.
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.
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LIANLUO SMART LIMITED
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January 21, 2020
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By:
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/s/ Ping Chen
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Ping Chen
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Chief Executive Officer
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(Principal Executive Officer) and
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Duly Authorized Officer
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