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EX-16.1 - LETTER - TRHF Co LIMITED, INC.lgoo_ex161.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): June 16, 2015

 

TRHF COMPANY LIMITED, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Nevada

 

000-1595140

 

46-4333787

(State of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

Unit B, 5/F, CKK Commercial Center, 289 Hennessy Road,

Hong Kong, China

(Address of principal executive offices)

 

852-28452283

(Registrant's telephone number, including area code)

 

N/A

(Former Name or former address if changed from last report.)

 

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))

 

 

 

Item 4.01 Changes in Registrant's Certifying Accountant. 

 

On June 23, 2015, Lagoon Group Corp. (the "Company"), was informed by the Securities and Exchange Commission that the Public Company Accounting Oversight Board revoked the registration of the Company's independent accounts, Harris & Gillespie CPA's PLLC ("Harris"). The auditor report by Harris in the financial statements of the Company for the year ended December 31, 2014 did not contain an adverse opinion or disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, other than as related to the Company's ability to continue as a going concern. There had been no disagreements with Harris on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure from inception on September 24, 2013 to December 31, 2014 nor from December 31, 2014 through June 23, 2015.

 

The Company previously reported that, on July 6, 2015, it engaged Gary Cheng CPA Limited as its independent accountant to provide auditing services for any prior periods audited by Harris that the Company may rely on in the future and going forward for the Company. However, this Current Report on Form 8-K has been amended to report that, on July 7, 2015, the Company engaged Gillespie & Associates, PLLC to provide auditing services for any prior periods audited by Harris that the Company may rely on in the future and going forward for the Company. The engagement of Gillespie & Associates, PLLC was approved by the Company's Board of Directors.

 

Prior to retaining Gillespie & Associates, PLLC, the Company did not consult with Gillespie & Associates, PLLC regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the subject of a "disagreement" or a "reportable event" (as those terms are defined in Item 304 of Regulation S-K).

 

On July 7, 2015, the Company provided Harris with its disclosures in the amended Current Report on Form 8-K/A disclosing the dismissal of Harris and requested in writing that Harris furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. Harris' response is filed as an exhibit to this amended Current Report on Form 8-K/A.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No. 

Description 

16.1

 

Letter dated July 7, 2015 from Harris & Gillespie CPA's, PLLC 

 

2

 

 

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. 

 

 

TRHF COMPANY LIMITED, INC.

 

       
Date: July 7, 2015 By: /s/ Song Zhilin

 

 

Name:

Song Zhilin

 

 

Title:

Director and Authorized Signatory

 

 

 

3