Nocera, Inc. Form 8-K Summary
Business context and reporting period
Nocera, Inc. filed a Form 8-K regarding a change in its independent registered public accounting firm following an Agreement and Plan of Merger dated December 27, 2018. The reported event date was December 31, 2018; the filing was signed January 17, 2019. The filing references a reverse acquisition and identifies Nocera as an emerging growth company.
Financial metrics and liquidity
This filing does not provide current revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics. BF Borgers CPA PC’s audit report on the company’s financial statements as of May 31, 2018 included an explanatory paragraph regarding the company’s ability to continue as a going concern.
Material changes versus the prior comparable period
- BF Borgers CPA PC was dismissed as the company’s principal independent accountant, effective December 31, 2018. The dismissal was approved by the Board on December 27, 2018.
- Following the reverse acquisition, Marcum Bernstein & Pinchuk LLP was engaged effective January 1, 2019 as the company’s independent auditor. The engagement was also approved by the Board on December 27, 2018.
- The company reported no disagreements with BF Borgers concerning accounting principles, financial statement disclosure, or audit scope or procedures.
- The company reported no reportable events under Regulation S-K Item 304(a)(1)(v) during the fiscal years ended December 31, 2017 and 2016 or through the dismissal date.
- BF Borgers’ prior audit report was not adverse, disclaimed, qualified, or modified for accounting principles, audit scope, or uncertainty, other than the going-concern explanatory paragraph.
Guidance, outlook, risks, contingencies, and unusual items
No management guidance or operating outlook is provided. The going-concern explanatory paragraph is the principal disclosed financial risk. The auditor transition occurred in connection with the reverse acquisition and merger-related corporate changes.
BF Borgers provided a letter to the SEC concurring with the company’s disclosures regarding the dismissal; the letter was furnished as Exhibit 16.1. The company stated that it did not consult Marcum Bernstein & Pinchuk regarding accounting principles for a specific transaction, the type of audit opinion, or any matter involving a disagreement or reportable event.
Investor verification points
- Review the reverse acquisition and merger documents to understand the post-transaction ownership, accounting acquirer, and reporting entity.
- Review the subsequent financial statements and audit report for the effect of the auditor change and any updated going-concern disclosure.
- Verify the source and continuing relevance of the going-concern uncertainty identified in the May 31, 2018 audit report.
- Confirm Marcum Bernstein & Pinchuk LLP’s engagement and whether any later auditor changes or reportable events occurred.
- Obtain the underlying financial statements because this Form 8-K does not provide operating or balance-sheet metrics.