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Clubhouse Media Group, Inc. – ‘8-K’ for 9/8/20

On:  Monday, 9/14/20, at 4:05pm ET   ·   For:  9/8/20   ·   Accession #:  1493152-20-17741   ·   File #:  333-140645

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/14/20  Tongji Healthcare Group, Inc.     8-K:4,9     9/08/20    2:59K                                    M2 Compliance LLC/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 
 2: EX-16.1     Letter re: a Change in Accountant                   HTML      6K 


‘8-K’   —   Current Report


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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): September 8, 2020

 

TONGJI HEALTHCARE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   333-140645   99-0364697
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

3651 Lindell Road, D517

Las Vegas, Nevada

  89103
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (702) 479-3016

 

N/A

(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 (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   N/A   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. [  ]

 

 

 

 C: 
 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Accounting Firm

 

On September 8, 2020, the Board of Directors of Tongji Healthcare Group, Inc. (the “Company”) terminated the engagement of BF Borgers CPA PC (“Borgers”) as the Company’s independent registered accounting firm.

 

Borgers’ reports on the Company’s financial statements for the fiscal years ended December 31, 2019 and 2018 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. Furthermore, during the Company’s two most recent fiscal years and through September 8, 2020, there have been no disagreements with Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Borgers’ satisfaction, would have caused Borgers to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.

 

For the years ended December 31, 2019 and 2018 and through September 8, 2020, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided Borgers with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that Borgers furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Borgers’ letter to the Commission is attached hereto as Exhibit 16.1.

 

(b) Engagement of New Independent Registered Accounting Firm

 

On September 8, 2020, the Company’s Board of Directors appointed Fruci & Associates, PS (“Fruci”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through September 8, 2020, neither the Company nor anyone acting on the Company’s behalf consulted Fruci with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
16.1   Letter of BF Borgers CPA PC to the Commission dated September 11, 2020.

 

 C: 
 

 

 

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 thereunto duly authorized.

 

Date: September 14, 2020 TONGJI HEALTHCARE GROUP, INC
     
  By: /s/ Amir Ben-Yohanan
    Amir Ben-Yohanan
    Chief Executive Officer

 

 C: 
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:9/14/20
For Period end:9/8/20
12/31/1910-K,  NT 10-K
12/31/1810-K
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/28/21  Clubhouse Media Group, Inc.       1-A/A                 13:25M                                    M2 Compliance LLC/FA
 4/27/21  Clubhouse Media Group, Inc.       1-A/A                  8:3.1M                                   M2 Compliance LLC/FA
 3/26/21  Clubhouse Media Group, Inc.       1-A/A                 10:45M                                    M2 Compliance LLC/FA
 2/09/21  Clubhouse Media Group, Inc.       1-A                    5:2.4M                                   M2 Compliance LLC/FA
11/12/20  Clubhouse Media Group, Inc.       8-K:1,2,3,411/11/20   11:6.7M                                   M2 Compliance LLC/FA
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Filing Submission 0001493152-20-017741   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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