Current Report Filing (8-k)
January 03 2020 - 4:01PM
Edgar (US Regulatory)
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): December 12, 2019
REIGN
RESOURCES CORPORATION
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(Exact
Name of Registrant as Specified in Its Charter)
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DELAWARE
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(State
or Other Jurisdiction of Incorporation)
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333-204486
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47-2573116
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(Commission File
Number)
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(IRS Employer
Identification No.)
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9465
Wilshire Boulevard
Beverly Hills, CA 90212
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(Address
of Principal Executive Offices)
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(213)
457-3772
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(Registrant's
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
☐ 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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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
Effective December 12, 2019, Reign Resources Corporation (the "Company") dismissed Benjamin & Young LLP ("Benjamin &
Young") as its independent registered accounting firm and engaged Benjamin & Ko as its new independent registered accounting
firm.
Since Benjamin & Young's appointment as our independent registered accounting firm on October 8, 2018 and through
December 12, 2019, which included its audits of our financial statements and reviews of Forms 10-K for the years ended December
31, 2018 and 2017, and reviews of the quarterly reports on Form 10-Q for the year ended December 31, 2018, there were (i)
no disagreements between the Company and Benjamin & Young on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Benjamin
& Young, would have caused Benjamin & Young to make reference thereto 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 Benjamin & Young with a copy of this Form 8-K and requested that Benjamin & Young furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not Benjamin & Young agrees with the above statements.
A copy of such letter, dated January 3, 2020, is attached as Exhibit 16.1 to this Form 8-K.
During the years ended December
31, 2018 and 2017, and in the subsequent interim period through December 12, 2019, the Company has not consulted with Benjamin
& Ko regarding either (i) 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 neither a written report nor
oral advice was provided to the Company that Benjamin & Ko 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 Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable
event (as described in Item 304(a)(1)(v) of Regulation S-K.
Item
8.01. Other Events.
Effective
as of December 31, 2019, the Company has amended the conversion price of all of its currently outstanding convertible
promissory notes. The conversion price of all of the Company's currently outstanding convertible promissory notes shall now
be $0.0025 per share. In addition, the maturity dates of all outstanding convertible promissory notes that were in
default as of December 31, 2019 have been amended to March 31, 2020. There were no additional modifications or amendments
made to the outstanding convertible promissory notes.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
In
reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember
that they are included to provide you with information regarding their terms and are not intended to provide any other factual
or disclosure about the Company or the other parties to the agreements. The agreements may contain representations and warranties
by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit
of the parties to the applicable agreement and accordingly, these representations and warranties may not describe the actual state
of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere
in this Current Report on Form 8-K and in our other public filings, which are available without charge through the SEC’s
website at http://www.sec.gov.
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:
January 3, 2020
REIGN
RESOURCES CORPORATION
/s/
Joseph Segelman___________________________
By:
Joseph Segelman
Chief
Executive Officer