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 30, 2021

UMATRIN HOLDING LIMITED

(Exact name of registrant as specified in its charter)

Commission file number: 333-153261

Delaware		87-0814235
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

315 Madison Avenue, 3rd Floor, PMB #3050 New York, NY 10017		866-874-4888
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

Item 4.01 Changes in Company's Certifying Accountant.

(1)	Previous Independent Registered Public Accounting Firm

	i.	On September 30, 2021, Yichien Yeh CPA (“Yeh CPA”) resigned as the Company’s independent registered public accounting firm. Yeh CPA had served as the Company’s auditor since June 25, 2020. The board of directors of the Company approved and ratified the resignation of Yeh CPA on November 15, 2021.

	ii.	The report of Yeh CPA on the financial statements of the Company for the fiscal year ended December 31, 2020 and the related statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the fiscal year ended December 31, 2020 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

	iii.	During the Company’s most recent fiscal year ended December 31, 2020 and in the subsequent interim period through September 30, 2021, a) there were no disagreements with Yeh CPA 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 Yeh CPA, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

	iv.	On December 27, 2021, the Company provided Yeh CPA with a copy of this Current Report and has requested that it furnish the Company with a letter addressed 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

Effective November 15, 2021, the board of directors of the Company approved and ratified the appointment of JP Centurion & Partners PLT (“JP Centurion”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended December 31, 2019 and December 31, 2020 and any subsequent interim periods through the date hereof prior to the engagement of JP Centurion, neither the Company, nor someone on its behalf, has consulted JP Centurion 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 consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;

	ii.	or 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) pf Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

16.1		Letter of Yichien Yeh CPA, dated December 28, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UMATRIN HOLDING LTD.

Date: December 28, 2021	By:	/s/ Sri Warren Eu Hin Chai
		Sri Warren Eu Hin Chai
		Chief Executive Officer

Umatrin Holding Ltd 8-K