Agape ATP Corp.

04/29/2024 | Press release | Distributed by Public on 04/29/2024 14:06

Change in Certifying Accountants - Form 8-K

ITEM 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On April 24, 2024, our board of directors resolved to dismiss Marcum Asia CPAs LLP ("Marcum Asia") as our independent accountants. We informed Marcum Asia of this determination on April 25, 2024, which was effective April 25, 2024.

Marcum Asia was engaged by us on October 20, 2022 and has rendered reports on our consolidated financial statements since the year ended December 31, 2022 . During the fiscal years ended December 31, 2023 and 2022 through the date of this form 8-K, Marcum Asia has neither provided any adverse opinion or qualifications on our consolidated financial statements nor had a disagreement with the Company since their engagement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements that, if not resolved to Marcum Asia's satisfaction, would have caused Marcum Asia to make reference to the subject matter of the disagreement in connection with the audit of the Company's consolidated financial statements .

None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within period of the engagement of Marcum Asia up to the date of dismissal, except that there were material weaknesses identified related to: (i) insufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that the Company's policies and procedures have been carried out as planned.

We have provided Marcum Asia with a copy of this report prior to its filing with the Securities and Exchange Commission (the "SEC"). Marcum Asia has provided a letter to us, dated April 26, 2024 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.

(b) New independent registered public accounting firm

We have engaged Assentsure PAC ("Assentsure") as our independent registered public accounting firm, effective April 29, 2024. The decision to engage Assentsure as our independent registered public accounting firm was approved by our board of directors.

During the two most recent fiscal years and through the date of this report, we have not consulted with Assentsure regarding any of the following:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements;
2. the type of audit opinion that might be rendered on the Company's financial statements by Assentsure, in either case where written or oral advice provided by Assentsure would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or
3. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).