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): February 6, 2024
SOUTH EAST ASIA DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
| Wyoming | 333-220706 | 81-1002497 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Unit 2102, One Global Place
5th Avenue Corner 25th Street
BCG, Taguig City 1630 Philippines
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +63 (2) 79433419.
IA ENERGY CORP.
(Former name or former address, 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 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 | ||
| N/A |
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 3, 2023, by email communication, South East Asia Development, Corp. (the “Company”) was informed that Gries & Associates, LLC (“Gries”) was merging its firm with GreenGrowth CPAs (“GreenGrowth”). Gries continued to function as the Company’s auditor through the Company’s Q3-2023 Form 10-Q on November 21, 2023. Ultimately, there was no merger, and GreenGrowth simply acquired some of Gries’ clients, including the Company.
On February 6, 2024, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Gries.
The reports of Gries regarding the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021, being the most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.
During the fiscal years ended December 31, 2022 and 2021, and through February 6, 2024, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Gries 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 Gries would have caused Gries to make reference thereto in connection with its report.
During the fiscal years ended December 31, 2022 and 2021, and through February 6, 2024, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company’s internal control over financial reporting.
The Company requested Gries to furnish it with a letter addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated April 5, 2024, is filed as Exhibit 16.1 to this current report on Form 8-K.
During the Company’s fiscal years ended December 31, 2022 and 2021, and through February 6, 2024, neither the Company nor anyone on the Company’s behalf consulted with Gries regarding any of the following:
(i) either 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 to the Company that Gries concluded was an important factor considered by the Company in reaching a decision as to any 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 the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
By letter dated April 1, 2024, the Company was informed by the Securities and Exchange Commission, Division of Corporate Finance, that the Public Company Accounting Oversight Board (“PCAOB”) has revoked the registration of the Company’s prior auditor, Gries & Associates, LLC effective March 5, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 16.1 | Letter from Gries & Associates, LLC | |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
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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.
| South East Asia Development, Corp. | ||
| By | /s/ JJ C. Javier | |
Name: JJ C. Javier Title: President, CEO, CFO, Secretary, Sole Director | ||
Date: April 5, 2024
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