Current Report Filing (8-k)
31 Mayo 2022 - 3:08PM
Edgar (US Regulatory)
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2022-05-27
2022-05-27
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 27, 2022
Commission
File Number 000-54530
GBT
TECHNOLOGIES INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
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27-0603137 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
2450
Colorado Ave., Suite 100E, Santa Monica, CA 90404
(Address
of principal executive offices)
888-685-7336
(Issuer’s
telephone number)
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 Instructions 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: Not applicable.
Title
of each class |
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Trading
Symbol |
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Name
of each exchange on which registered |
Not applicable. |
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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Item 4.01 |
Change in Registrants
Certifying Accountant |
Previous independent registered public accounting
firm
On May 27, 2022 (the “Termination Date”),
GBT Technologies Inc. (the “Company”) terminated BF Rogers CPA PC (the “Former Auditor”) as the independent registered
public accounting firm of the Company.
Other than an explanatory paragraph included in
the Former Auditor’s audit report for the Registrant’s fiscal years ended December 31, 2021 and 2020 relating to the uncertainty
of the Company’s ability to continue as a going concern, the audit reports of the Former Auditor on the Company’s financial
statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or disclaimer of opinion, and such
reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
During the years ended December 31, 2021 and 2020
and through the date of this Current Report on Form 8-K, the Company has not had any disagreements with the Former Auditor on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved
to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial
statements for such years.
During the years ended December 31, 2021 and 2020
and through the date of this Current Report on Form 8-K, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company has requested that our Former Auditor
furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy
of this letter is attached hereto to this amendment to the Form 8-K as Exhibit 16.1.
New independent registered public accounting
firm
On May 27, 2022 (the “Engagement Date”),
the Company engaged M.S. Madhava Rao (“New Auditor”) as its independent registered public accounting firm for the Company’s
fiscal year ended December 31, 2022. The decision to engage the New Auditor as the Company’s independent registered public accounting
firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years and through
the Engagement Date, the Company has not consulted with the New Auditor regarding either:
1. application of accounting principles to any
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 was provided to the Company nor oral advice was provided that the New Auditor concluded was an
important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
2. any matter that was either the subject of a
disagreement (as defined in Regulation S-K, Item 304(a)(1) (iv) and the related instructions) or reportable event (as defined in Regulation
S-K, Item 304(a)(1)(v)).
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GBT TECHNOLOGIES INC. |
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By: |
/s/ Mansour Khatib |
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Name: |
Mansour Khatib |
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Title: |
Chief Executive Officer |
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Date: |
May 31, 2022 |
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3
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