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): ~~April~~August 2917, 2021

12 ~~ReTech~~RETECH ~~Corporation~~CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-55915

38-3954047

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

~~10785~~515 WE. ~~Twain~~Grant ~~Ave., Suite 210~~Street

~~Las~~Suite ~~Vegas, Nevada 89135~~150

~~Tel:~~Phoenix, ~~530-539-4329~~Arizona 85004

(Address of principal executive offices, ~~including~~ Zip Code)

(530) 539-4329

(Registrant’s telephone number, including area code)

Check 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 Common RETC OTC Pink

~~Item~~Indicate ~~4.01~~by –check ~~Changes~~mark whether the registrant is an emerging growth company as defined in ~~Registrant’s~~Rule ~~Certifying~~405 ~~Accountant~~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).

~~Management advises that the Covid-19 pandemic~~Emerging ~~has~~growth ~~adversely~~company affected its operations and cash flow. The Company had been unable to marshall the necessary resources to complete the audit for the 12 month period ended December 31, 2020 or the quarterly reviews by its independent auditor. After discussions and exchanges of information with “Borgers” (audit firm) over a period of a few months, Management determined that, in its subjective opinion, Borgers has the team and resources to timely complete the audit for the 12 month period ended December 31, 2020 and the missing quarterly reviews as well as the quarterly review of the first quarter 2021. Management believes that the Company is now positioned to become current in its filings with the United States Securities and Exchange commission by the June 30, 2021 deadline. Management’s comment on any financial matters herein are unaudited. Actual results may vary from any plans or forecasts that are discussed herein.☐

OnIf an oremerging ~~about~~growth ~~May 3~~company, ~~2021~~indicate by check mark if the ~~Company~~registrant ~~received approval~~has onelected ~~related~~not ~~language~~to ~~and~~use the ~~herein~~extended ~~referenced~~transition ~~letter~~period ~~from~~for ~~the~~complying with ~~dbbmckennon~~any ~~firm~~new ~~which~~or ~~allowed~~revised ~~Management~~financial accounting standards provided pursuant to ~~proceed~~Section ~~with this~~13(a) ~~filing~~of asthe Exchange Act. ☐

aItem 8.01 ~~Engagement~~Illegal Filing of ~~New~~purported ~~Independent~~Merger ~~Registered Public Accounting Firm.~~Document

On orAugust ~~about April 29~~17, 2021, 12Management ~~ReTech~~was ~~Corporation~~alerted ~~engaged~~to aan ~~new~~illegal ~~audit~~filing ~~firm~~in ~~BFBorgers~~the ~~CPA~~Nevada PCSecretary ~~(“Borgers”)~~of ~~as the Company~~State’s ~~independent~~ ~~registered~~office ~~public~~purporting ~~accounting~~to ~~firm~~be ~~for~~a Notice of Merger between the ~~year~~Company ~~ending~~and ~~December~~an ~~31,~~entity ~~2020~~listed as Ecommerce LLC.

~~During~~Company ~~the~~management ~~two~~immediately ~~most~~contacted ~~recent~~the ~~fiscal~~Nevada ~~years~~Secretary ~~ended~~of ~~December~~State’s 31office, ~~2018~~advised ~~and~~that ~~December 31, 2019 and during~~ the ~~subsequent~~Notice ~~interim~~filing ~~period~~was ~~from~~illegal ~~January~~because 1,no ~~2020~~such ~~through~~merger ~~April~~transaction ~~29,~~has ~~2021~~taken place, ~~neither~~ the Company ~~nor~~has ~~anyone~~no onintent ~~its~~to ~~behalf~~merge ~~consulted~~with ~~Borgers~~anyone, ~~regarding~~and ~~either (i)~~ the ~~application~~Company ~~of accounting~~has ~~principles~~never toheard aof ~~specified~~the ~~transaction,~~alleged merger ~~either~~partner ~~completed~~ or ~~proposed, or~~ the ~~type~~signers ofon ~~audit~~the ~~opinion~~illegal ~~that~~Notice. ~~might~~Subsequently, ~~be rendered on~~ the Company’s ~~financial~~submitted ~~statements, and neither~~ a ~~written~~formal ~~report~~complaint ~~nor oral advice was provided~~ to the ~~Company~~Nevada ~~that~~Secretary ~~Borgers concluded~~of ~~was~~State’s anoffice ~~important~~requesting ~~factor~~that ~~considered~~the byNotice ~~the~~be ~~Company~~removed infrom ~~reaching~~the apublic ~~decision~~record asbecause toit ~~any~~is ~~accounting,~~illegal ~~auditing~~and orfiled ~~financial~~without ~~reporting~~the ~~issue,~~consent or ~~(ii)~~knowledge ~~any~~of ~~matter~~the ~~that~~Company. ~~was~~Management ~~either~~is advised that the ~~subject~~Secretary of aState’s ~~“disagreement”~~office oris anow ~~“reportable~~investigating ~~event”~~this ~~each~~matter as ~~defined~~a inpossible ~~Regulation~~fraudulent ~~S-K Item 304(a)(1)(v), respectively~~filing.

bItem 9.01 ~~Termination~~Financial ofStatements ~~Independent~~and ~~Registered Public Accounting Firm.~~Exhibits

On July 7, 2020, dbbmckennon (“DBBM”) resigned as the Company’s independent registered public accounting firm. The audit reports of DBBM on the consolidated financial statements of the Company for each of the two most recent 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.

Exhibit		Description

1		General Instructions for Forged or Fraudulent Filing Compliants

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The reports~~- of2 DBBM on the Company’s financial statements as of and for the years ended December 31, 2019 and 2018 contained explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.-

During the two most recent years ended December 31, 2019 and 2018 and during the subsequent interim period, there were no disagreements between the Company and DBBM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to DBBM’s satisfaction, would have caused DBBM to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~provided~~the ~~DBB~~requirements ~~with a copy~~ of the ~~disclosures in this report prior to filing with the~~ Securities ~~and~~ Exchange ~~Commission~~Act ~~(the “SEC”). A copy~~ of ~~DBBM’s~~1934, ~~letter to~~ the ~~SEC,~~registrant ~~stating~~has ~~whether~~duly itcaused ~~agrees~~this ~~with~~report ~~the~~to ~~statements~~be ~~made~~signed inon ~~this~~its ~~report,~~behalf isby the ~~filed~~undersigned ashereunto ~~Exhibit~~duly 16authorized.~~1 to this report.~~

(d) Exhibits.

Date: August 24, 2021	12 RETECH CORPORATION

	By:	/s/ Angelo Ponzetta
		Angelo Ponzetta
	Itss:	Chief Executive Officer

Exhibit No.		Description
(16.1) SEC Letter		Letter from dbbmckennon to Securities and Exchange Commission.

- 3 -

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: May 13, 2021

12 Retech Corporation

/s/ Angelo Ponzetta By: Angelo Ponzetta Its: Chief Executive Officer

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