Nocera, Inc. Form 8-K Summary
Business Context and Reporting Period
Nocera, Inc., a Nevada corporation, filed a Form 8-K reporting events occurring on May 27, 2020. The company is an emerging growth company and has no securities registered under Section 12(b) of the Exchange Act.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial performance metrics.
Material Change: Independent Accountant
- On May 27, 2020, the company dismissed Marcum Bernstein & Pinchuk, LLP (MBP) as its principal independent accountant, effective immediately.
- The dismissal was approved by the board of directors.
- The company stated that there were no disagreements with MBP regarding accounting principles, financial statement disclosures, auditing scope or procedures.
- The company reported no specified reportable events under Regulation S-K Item 304(a)(1)(v)(A)-(D) during the fiscal years ended December 31, 2018 and 2019 or thereafter, other than previously disclosed material weaknesses in internal control over financial reporting.
- MBP’s audit report on the company’s December 31, 2019 financial statements contained no adverse opinion, disclaimer, qualification, or modification.
- The company engaged Centurion ZD CPA & Co. (CZD) as its new independent auditor, with board approval on May 27, 2020.
- The company stated that it had not consulted CZD about accounting principles, potential audit opinions, disagreements, or reportable events before the engagement.
Guidance, Outlook, Risks, and Unusual Items
The filing provides no financial guidance or business outlook. The principal disclosed risk-related item is the existence of material weaknesses in internal control over financial reporting, as previously disclosed in the company’s Form 10-K for the year ended December 31, 2019. The auditor transition may require investor attention, although the filing states that no auditor disagreement or adverse audit opinion occurred.
Important Facts to Verify
- Review the company’s 2019 Form 10-K for the nature and remediation status of the disclosed material weaknesses.
- Confirm the scope and conclusions of CZD’s subsequent audit work and future audit reports.
- Review MBP’s concurrence letter, furnished as Exhibit 16.1, dated June 1, 2020.
- Note that the filing identifies May 27, 2020 as the earliest reported event, while the report was signed June 1, 2020.