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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 2, 2023
Tengjun Biotechnology Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-169397 |
|
27-3042462 |
(State or Other Jurisdiction
of
Incorporation or Organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
East Jinze Road and South Huimin Road, Food
Industry Economic and Technology Development District,
Jinxiang
County, Jining
City, Shandong Province, China
(Address
of Principal Executive Offices)
(86)
0537-8711599
(Registrant’s Telephone Number, Including Area Code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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)). |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered: |
None |
|
None |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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.
On
October 2, 2023, Tengjun Biotechnology Corp., a company incorporated under the laws of the State of Nevada (the “Company”),
elected not to continue the engagement of PWN LLP serving as the Company’s independent registered public accounting firm. The termination
of the engagement of PWN LLP has been approved by the Board of Directors of the Company (the “Board”).
The
report of PWN LLP on the financial statements of the Company as of and for the fiscal year ended December 31, 2022 did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal
years and the subsequent interim period through October 2, 2023, there were disagreements with PWN LLP regarding certain accounting treatments.
Due to the provision of incorrect accounting information by the Company, PWN LLP discovered significant discrepancies and inconsistencies
in the data when reviewing the Company’s second quarter financial statements. As a result, PWN LLP declined to recognize any revenue
as of June 30, 2023. On August 5, 2023, PWN LLP further notified the Company that action should be taken to prevent future reliance on
the Company’s previously issued financial statements contained in the Annual Report on Form 10-K for the fiscal year ended December
31, 2022. The errors included mistakes in accounting policies, accounting estimates, and other discrepancies, all of which had a significant
impact. PWN LLP requested that the Company retrospectively restate the financial statements and make corrections. However, PWN LLP could
not reach an agreement with the Company regarding those issues. On August 29, 2023, PWN LLP communicated significant deficiencies to the
management.
The issue
has not been resolved to PWN LLP’s satisfaction prior to its dismissal. The Company’s management has discussed the
subject matter of the disagreement described above with PWN LLP. The Company has authorized PWN LLP to respond fully to the inquiries
of a successor independent registered public accounting firm related to the disagreement described above.
The Company has provided PWN LLP with a copy of the foregoing disclosure
and requested PWN LLP to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made therein. A copy of the letter from PWN LLP is enclosed as Exhibit 16.1 to this
Current Report.
In
connection with the foregoing, the Board approved the engagement of KG CPA LLP as the Company’s new independent registered public
accounting firm with effect from October 2, 2023.
During
the Company’s two most recent fiscal years and the subsequent interim period through October 2, 2023, neither the Company nor anyone
on its behalf consulted with KG CPA LLP regarding (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements (and neither a written report
nor oral advice was provided that KG CPA LLP concluded was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue); or (ii) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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.
|
Tengjun Biotechnology Corp. |
|
|
|
Date: October
10, 2023 |
By: |
/s/ Ruiming
Zhou |
|
Name: |
Ruiming Zhou |
|
Title: |
Chief Executive Officer |
2
Exhibit 16.1
![](https://www.sec.gov/Archives/edgar/data/1499785/000101376223002833/ex16-1_001.jpg)
October 6, 2023
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Due to the provision of incorrect
accounting information by the Company, we discovered significant discrepancies and inconsistencies in the data when reviewing the Company’s
second quarter financial statements. As a result, we declined to recognize any revenue as of June 30, 2023. On August 5, 2023, we further
notified the Company that action should be taken to prevent future reliance on the Company’s previously issued financial statements
contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The errors included mistakes in accounting policies,
accounting estimates, and other discrepancies, all of which had a significant impact. We have requested that the Company retrospectively
restate the financial statements and make corrections. However, we cannot reach an agreement with the Company regarding those issues.
On August 29, we communicated
significant deficiencies to the management and ceased our services as the Company’s independent registered public accounting firm.
We have reached this decision reluctantly and after substantial deliberation. No issue has
been resolved to our satisfaction prior to our resignation.
As of October 6, 2023, we
haven’t received any letter from the Company authorizing us to make disclosures to the new accountants. Without such a letter, we
are ethically prohibited from communicating with others regarding the company’s affairs.
Very truly yours,
PWN LLP
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