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) November 4, 2016
Commission file number: 000-55492
Andes 8, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 47-4694442 | |
| (State or other jurisdiction | (IRS Employer | |
| of incorporation or organization) | Identification number) | |
Room 01 25/F Kerry Ctr No 2008 Renmin South Rd Luohu District. | ||
| Shenzhen Guangdong China | n/a | |
| (Address of Principal Executive Offices) | (Zip Code) |
86-0755-2218-4466
(Registrant’s Telephone Number, Including Area Code)
NA
(Former name, former address and former fiscal year, if changed since 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:
| ☐ | Written communication 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)) |
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ITEM 4.01 Change in Registrant’s Certifying Accountant
On November 4, 2016, the Board of Directors approved the engagement of Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2016, effective immediately, and dismissed Gillespie & Associates (“Gillespie”) as the Company's independent registered public accounting firm. Gillespie’s review of the Company’s consolidated financial statements as of and for the periods of March 31, 2016 and June 30, 2016, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
The former Accountant was engaged on April 28, 2016. During the fiscal year ended December 31, 2015, and the subsequent interim periods through November 3, 2016, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Gillespie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Gillespie’s satisfaction, would have caused Gillespie to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation.
During the fiscal year ended December 31, 2015, and the subsequent interim periods through November 3, 2016, neither the Company nor anyone acting on its behalf has consulted with Fruci regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting, and neither a written report or oral advice was provided to the Company that Fruci concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
On November 8, 2016, the Company provided Gillespie with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Gillespie furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Gillespie’s letter dated November 9, 2016 is filed as Exhibit 16.1 hereto.
Section 9 – Financial Statements and Exhibits
ITEM 9.01 Financial Statement and Exhibits.
| Exhibit No. | Exhibit |
| 16.1 | Auditor Letter- Gillespie & Associates dated November 9, 2016 |
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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.
Andes 8, Inc.
By: /s/ Dongzhi Zhang
Name: Dongzhi Zhang
Title: President, Chief Executive Officer, and Chairman of the Board of Directors
Date:November 9, 2016
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