8-K 1 dtss-20170831_8k.htm CURRENT REPORT









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2017 (August 30, 2017)


Datasea Inc.

(Exact name of Company as specified in its charter)



Nevada 333-202071 45-2019013

(State or other jurisdiction of incorporation)

(Commission File Number) (IRS Employer Identification No.)

1 Xinghuo Rd

Changning Building, Suite 11D2E

Fengtai District

Beijing, P.R. China 100000

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (86)10-58401996

Not Applicable

(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 Company 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) 


Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o


Item 4.01 Changes in Company's Certifying Accountant.


(1)       Previous Independent Registered Public Accounting Firm


(i)On August 30, 2017, Datasea Inc. (the “Company”) dismissed its independent registered public accounting firm, Anton & Chia, LLP (“A&C”).


(ii)The decision to change independent registered public accounting firm was approved by the Company’s board of directors.


(iii)The report of A&C on the Company’s financial statements for the year ended June 30, 2016 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report contained an uncertainty about the Company’s ability to continue as a going concern.


(iv)During the two most recent fiscal years and through August 30, 2017 (the date of A&C’s dismissal), (a) there were no disagreements between the Company and A&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of A&C, would have caused it to make reference thereto in its report and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.


(v)On August 30, 2017, the Company provided A&C with a copy of this Current Report and has requested that it furnish the Company with a letter addressing to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.


(2)       New Independent Registered Public Accounting Firm


On August 30, 2017, the Company, upon the approval of the Company’s board of directors, engaged Wei, Wei & Co., LLP (“WWC”) as its new independent registered public accounting firm to audit and review the Company’s financial statements, effective immediately. During the two most recent fiscal years ended June 30, 2016 and 2017, and any subsequent period through the date hereof prior to the engagement of WWC, neither the Company, nor someone on its behalf, has consulted WWC regarding:


(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 either a written report was provided to the Company or oral advice was provided that the new accountant concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or


(ii)Any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.



16.1 Letter of Anton & Chia, LLP dated August 31, 2017 to the U.S. Securities and Exchange Commission.



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.


Date: August 31, 2017         DATASEA INC.
              By: /s/ Zhixin Liu
              Name: Zhixin Liu
              Title: Chief Executive Officer and Interim Chief Financial Officer