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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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 14, 2015
ADDENTAX GROUP CORP.
(Exact name of Registrant as specified in its charter)
Nevada 333-206097 35-2521028
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
70 Av. Allal Ben Abdellah, Fes, Morocco, 3000
(Address of principal executive offices)
17026606161
(Registrant's Telephone Number, Including Area Code)
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))
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 14, 2015, Cutler & Co. LLC (the "Former Accountant") informed us that
it is merging its SEC auditing practice with Pritchett, Siler & Hardy PC. As a
result of the transaction, on October 14, 2015, the Former Accountant resigned
as the Company's independent registered public accounting firm and the Company
engaged Pritchett, Siler & Hardy PC (the "New Accountant") as the Company's
independent registered public accounting firm. The engagement of the New
Accountant was approved by the Company's Board of Directors.
The Former Accountant's audit report on the financial statements of the Company
for the period from October 28, 2014 (inception) through March 31, 2015
contained no adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles, except that
the audit report on the financial statements of the Company for the period from
October 28, 2014 (inception) through March 31, 2015 contained an uncertainty
about the Company's ability to continue as a going concern.
During the Company's most recent fiscal year, the subsequent interim periods
thereto, and through October 14, 2015, there were no "disagreements" (as such
term is defined in Item 304 of Regulation S-K) with the Former Accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to the
satisfaction of the Former Accountant would have caused them to make reference
thereto in their reports on the financial statements for such periods.
During the Company's most recent fiscal year, the subsequent interim periods
thereto, and through October 14, 2015, there were no "reportable events" (as
such term is defined in Item 304 of Regulation S-K).
Prior to retaining the New Accountant, the Company did not consult with the New
Accountant 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 October 27, 2015, the Company provided the Former Accountant with its
disclosures in the Current Report on Form 8-K disclosing the dismissal of the
Former Accountant and requested in writing that the Former Accountant furnish
the Company with a letter addressed to the Securities and Exchange Commission
stating whether or not they agree with such disclosures. The Former Accountant's
response is filed as an exhibit to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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16.1 Letter, dated October 27, 2015 from Cutler & Co. LLC to the
Securities and Exchange Commission.
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.
ADDENTAX GROUP CORP
By: /s/ Otmane Tajmouati
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Name: Otmane Tajmouati
Title: President, Chief Executive
and Financial Officer
Date: October 27, 2015
