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~~April 2014, 2020

Kaopu Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-194583		46-5011565
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

No.100-11, Sec. 1, Zhongqing Rd.,
North Dist., Taichung City 404,
Taiwan (R.O.C.)
(Address of principal executive offices, including zip code)

+852 58059452
(Registrant’s telephone number, including area code)

(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))

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 x

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 x¨

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	N/A	N/A

Item 8.01. Other Events.

~~Item~~On March 4, 2020, the U.01S. ~~Changes~~Securities inand Exchange ~~Registrant's~~Commission ~~Certifying~~(the ~~Accountant~~“SEC”) issued an order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new SEC order (Release No. 34-88465), which provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak (the “SEC Order”). The SEC Order provides that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, if certain conditions are satisfied.

Kaopu Group, Inc. (athe “Company”) will ~~Dismissal~~be relying on the SEC Order to delay the filing of ~~independent~~its ~~registered~~Annual ~~public~~Report ~~accounting~~on ~~firm~~Form 10-K for the fiscal year ended December 31, 2019 (the “Report”) due to the circumstances related to COVID-19. In particular, COVID-19 has caused disruptions to the Company and limited access to its facilities resulting in limited support from its staff. This has, in turn, delayed the Company’s ability to complete its quarterly review and prepare the Report. Notwithstanding the foregoing, the Company expects to file the Report no later than May 14, 2020 (which is 45 days from the Report’s original filing deadline of March 30, 2020).

OnIn ~~February~~light ~~20,~~of ~~2020,~~the ~~Kaopu~~current ~~Group,~~COVID-19 ~~Inc.~~pandemic, (the “Company”) ~~dismissed~~will ~~Thayer~~be ~~O’Neal~~including ~~Company, LLC (“Thayer”), as~~ the ~~Company’s~~following ~~independent registered~~Risk ~~public~~Factor ~~accounting~~in ~~firm.~~its Report:

~~The~~A ~~Company’s~~pandemic, ~~Board~~epidemic or outbreak of ~~Directors~~an ~~approved~~infectious ~~Thayer’s~~disease, ~~dismissal~~such onas COVID-19, ~~February~~may ~~20,~~materially ~~2020~~and adversely affect our business and operations.

~~The~~In ~~reports~~March of2020, ~~Thayer~~the onWorld ~~the~~Health ~~Company’s~~Organization ~~financial~~designated ~~statements~~the new coronavirus (“COVID-19”) as ofa global pandemic. Chinese, US, state and ~~for,~~local ~~the~~governments ~~years~~have ~~ended~~mandated orders ~~December~~to ~~31,~~slow ~~2017~~the ~~and~~transmission ~~2018~~of ~~did~~the virus, including but not ~~contain~~limited ~~any~~to ~~adverse~~shelter-in-place ~~opinion~~orders, orquarantines, ~~disclaimer of~~restrictions ~~opinion~~on travel, ~~nor~~and ~~were~~work ~~any~~restrictions ~~such~~that ~~reports~~prohibit ~~qualified~~many oremployees ~~modified~~and ascontractors tofrom ~~uncertainty,~~going ~~audit~~to ~~scope~~work. orUncertainty ~~accounting~~with ~~principles~~respect ~~except~~to ~~for~~ the economic ~~following:~~effects ~~Thayer~~of ~~issued~~the apandemic ~~going~~has ~~concern~~resulted ~~qualification~~ in ~~Thayer’s~~significant ~~report~~volatility in the financial ~~statements~~markets. asConsumer ~~of,~~product ~~and for~~purchases, ~~the~~including ~~years~~purchases ~~ended~~of ~~December~~our 31services, ~~2017~~may ~~and~~decline ~~December~~during ~~31,~~this ~~2018~~global ~~respectively,~~pandemic. inA ~~which~~prolonged ~~Thayer~~downturn ~~indicated~~or ~~conditions~~an ~~which~~uncertain ~~raised~~outlook ~~substantial~~in the economy ~~doubt~~may onmaterially ~~the~~adversely ~~Company’s~~affect ~~ability~~our tobusiness ~~continue~~and asour arevenues ~~going~~and ~~concern.~~profits

During the recent fiscal years ended December 31, 2017 and December 31, 2018, and during the subsequent interim periods through February 20, 2020, there have been no (i) disagreements between the Company and Thayer on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Thayer’s satisfaction would have caused Thayer to make reference to the subject matter of the disagreement(s) in connection with its report, or (ii) reportable events defined in Item 304(a)(1)(v) of Regulation S-K.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~has~~the ~~provided~~requirements ~~Thayer with a copy~~ of the ~~above disclosure and requested that Thayer furnish the Company with a letter addressed to the~~ Securities ~~and~~ Exchange Act ~~Commission~~of ~~stating whether or not it agrees with the above statements~~1934, ~~and, if not, stating~~ the ~~respects~~Registrant inhas ~~which~~duly itcaused ~~does~~this ~~not~~report ~~agree. A~~to ~~copy~~be ofsigned ~~Thayer’s~~on ~~letter,~~its ~~dated~~behalf ~~February~~by ~~25,~~the undersigned ~~2020,~~hereunto isduly ~~filed as Exhibit 16~~authorized.~~1 to this Current Report on Form 8-K.~~

(b) New independent registered public accounting firm

Date: April 14, 2020	Kaopu Group, Inc.
	(Registrant)

	By:	/s/ Tsai Ko
		Tsai Ko, Chief Executive Officer

On February 20, 2020, the Company engaged BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting firm. The Board of Directors approved the engagement of BFB on February 20, 2020.

During the recent fiscal years ended December 31, 2017 and December 31, 2018 and during the subsequent interim periods through February 20, 2020, the Company did not consult with BFB regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No.		Description
16.1		Letter dated February 25, 2020 From Thayer O’Neal Company LLC

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.

Date: February 26, 2020	Kaopu Group, Inc.
	(Registrant)
	By:	/s/ Tsai Ko
		Tsai Ko, Chief Executive Officer

EXHIBIT INDEX

No.		Description
16.1		Letter dated February 25, 2020 From Thayer O’Neal Company LLC

Filing Compare · KAOPU GROUP INC