Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On October 7, 2022, Nova LifeStyle, Inc. (the "Company") dismissed its
independent accountant, Centurion ZD CPA & Co. ("CZD"), an independent audit
firm headquartered in Hong Kong. The Company's decision was prompted by the
identification of the Company pursuant to the Holding Foreign Companies
Accountable Act (HFCA), which was enacted on December 18, 2020, as a company
whose independent auditor is not able to be inspected or investigated completely
by the Public Company Accounting Oversight Board ("PCAOB"). Pursuant to the
HCFA, trading in securities of any registrant on a national securities exchange
or in the over-the-counter trading market in the United States may be prohibited
if the PCAOB determines that it cannot inspect or fully investigate the
registrant's auditor for three consecutive years beginning in 2021, and, as a
result, an exchange may determine thereafter to delist the securities of such
registrant. On December 16, 2021, PCAOB issued its determination (the
"Determination") that it is unable to inspect or investigate completely
PCAOB-registered public accounting firms headquartered in mainland China and in
Hong Kong; and CZD, which is headquartered in Hong Kong, was included in the
PCAOB Determination. Following the Determination, on May 13, 2022, the Company
was conclusively identified by the Securities and Exchange Commission as a
company the securities of which are trading on a national securities exchange or
in the over-the-counter trading market in the United States and that retained a
registered public accounting firm to issue an audit report where the firm has a
branch or office that: (1) is located in a foreign jurisdiction, and (2) the
PCAOB it is unable to inspect or investigate completely because of a position
taken by an authority in the foreign jurisdiction.
The reports of the independent registered public accounting firm of CZD
regarding the Company's financial statements for the fiscal years ended December
31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the years ended December 31, 2021 and 2020, and during the subsequent
interim period from the end of the most recently completed fiscal year through
October 6, 2022, the date of dismissal, there were no "disagreements" (as
described in Item 304(a)(1)(iv) of Regulation S-K) with CZD on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreement(s), if not resolved to the satisfaction
of CZD would have caused it to make reference to such disagreement in its
reports for such periods. Furthermore, no "reportable events" occurred during
the years ended December 31, 2021 and 2020, or subsequently up to October 6,
2022. As used herein, the term "reportable event" means any of the items listed
in paragraphs (a)(1)(v) of Item 304 of Regulation S-K.
The Company provided CZD with a copy of this Current Report on Form 8-K prior to
its filing with the Securities and Exchange Commission and requested that CZD
furnish the Company with a letter addressed to the Securities and Exchange
Commission (the "SEC") stating whether it agrees with the above statements and,
if it does not agree, stating the respects in which it does not agree. A copy of
the letter of CZD to the SEC, dated October 11, 2022, is attached as Exhibit
16.1 hereto and incorporated by reference herein.
(b) On October 6, 2022, the Audit Committee of the Board of Directors of the
Company and the Board of Directors of the Company, resolved to, and did, cause
the Company to engage WWC, P.C. ("WWC") as the Company's independent auditor for
the fiscal year ending December 31, 2022. WWC is located in the United States
and has not been identified by the PCAOB as a firm that the PCAOB is unable to
fully inspect and investigate.
During the two most recent fiscal years ended December 31, 2021 and 2020 and
through the date the Company selected WWC as its independent registered public
accounting firm, neither the Company nor anyone on behalf of the Company
consulted WWC regarding any accounting or auditing issues involving the Company,
including (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, or (ii) any matter that
was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of
Regulation S-K of the Securities Exchange Act of 1934, as amended, 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).
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
16.1 Letter of Centurion ZD CPA & Co. to the Securities and Exchange
Commission, dated October 11, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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