Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 13, 2025

 

SCIENTIFIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Utah	000-50559	87-0680657
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

Room M, 21F, Tong Nam A Commercial Centre, 180 Alameda Dr. Carlos Dassumpcao, Macau

(Address of principal executive offices)

 

(852) 2530 - 2089

(Telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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:

 

☐	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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

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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. ☐

 

  

 

Item 4.01   Changes in Registrant’s Certifying Accountant.

 

 

(a) Resignation of independent registered public accounting firm

 

On January 13, 2025, Centurion ZD CPA & Co. (“Centurion ZD”), the independent registered public accounting firm for Scientific Energy, Inc. (the “Company”), resigned from its role as the Company’s independent registered public accounting firm in connection with its intention to withdraw from registration with Public Company Accounting Oversight Board ("PCAOB"). The Board of Directors of the Company (the “Board”) did not participate in Centurion ZD’s decision to resign.

 

The reports of Centurion ZD on the Company’s financial statements as of and for the two most recent fiscal years ended December 31, 2023 and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through Centurion ZD's resignation, there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and Centurion ZD on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Centurion ZD, would have caused Centurion ZD to make reference to the subject matter of the disagreements in connection with its reports on financial statements of the Company for such years. During this same period, there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

 

The Company has provided Centurion ZD with a copy of the foregoing disclosures under Item 4.01 on Form 8-K prior to filing it with the U.S. Securities and Exchange Commission (“SEC”) and has requested that Centurion ZD furnish to the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in this Item 4.01 on Form 8-K. A copy of Centurion ZD's letter, dated January 13, 2025, is attached as Exhibit 16.1 to this report on Form 8-K.

 

(b) Engagement of new independent registered public accounting firm

 

The Company has engaged AOGB CPA Limited (“AOBG”) as the independent registered public accounting firm for the Company, effective January 13, 2025. The Board of Directors of the Company approved the engagement of AOBG.

 

During the Company’s two most recent fiscal years (ended December 31, 2023 and December 31, 2022) and the subsequent interim period prior to the engagement of AOBG, neither the Company, nor anyone on the Company’s behalf consulted with AOBG regarding either: (1) the 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; 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.

 

(d)  Exhibits

 

Exhibit No.		Description
16.1		Letter dated January 13, 2025 from Centurion ZD addressed to the U.S. Securities and Exchange Commission confirming the disclosure contained in Item 4.01 of this report on Form 8-K.

 

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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.

 

 

SCIENTIFIC ENERGY, INC.

 

 

 

 

 

By: /s/ Stanley Chan

Stanley Chan

Chief Executive Officer

 

 

January 13, 2025 

 

 

 

 

January 13, 2025

 

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Dear Ladies and Gentleman:

 

We are the former independent registered public accounting firm for Scientific Energy, Inc. (the “Company”). We have read the statements made by the Company, which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 Changes in Registrant’s Certifying Accountant of its current report on Form 8-K (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.

 

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

 

 

Sincerely,

 

 

 

/s/ Centurion ZD CPA & Co.

Centurion ZD CPA & Co.

Hong Kong

 

 

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