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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 27, 2026
TANCHENG GROUP CO., LTD.
(Exact name of registrant as specified in its charter)
| Nevada |
|
333-228803 |
|
38-4086827 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7th
Floor, Jincheng International, Jiujinci Road, Wanbailin
District
Taiyuan City, Shanxi Province, P.R. China
030500
(Address of principal executive offices,
zip code)
(+86) 139-1097-2765
(Registrant’s telephone number, including
area code)
N/A
(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)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| None |
|
N/A |
|
N/A |
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. Change in Registrant’s Certifying Accountant.
(a) Dismissal of Former Independent Registered
Public Accounting Firm
On February 27, 2026, the Board
of Directors of Tancheng Group Co., Ltd. (the “Company”) approved the dismissal of Onestop Assurance PAC (“Onestop Assurance”)
as the Company’s independent registered public accounting firm, effective immediately.
Onestop Assurance’s reports
on the Company’s financial statements as of and for the years ended December 31, 2024 and 2023 contained no adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit reports
of Onestop Assurance on the financial statements of the Company as of and for the years ended December 31, 2024 and 2023 included an Emphasis
of Matter paragraph and an explanatory paragraph that described factors that raised substantial doubt about the Company’s ability
to continue as a going concern.
During the fiscal years ended
December 31, 2024 and 2023, and in the subsequent interim period through February 27, 2026, (i) there were no disagreements with Onestop
Assurance (within the meaning of Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”) of the rules
and regulations of the U.S. Securities and Exchange Commission (the “SEC”)) on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure that if not resolved to Onestop Assurance’s satisfaction, would have
caused Onestop Assurance to make reference to the subject matter of the disagreements in connection with its reports; and (ii) there were
no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Company’s
internal control over financial reporting previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024. As previously disclosed, the following control deficiencies were identified that represent material weaknesses as of
December 31, 2024: (i) the Company does not have an adequate internal control structure or adequate oversight over financial reporting.
The Company had only a sole director and executive officer before October 12, 2023. Further, the Company currently has no Audit Committee.
While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial
expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors
acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide
the necessary oversight over management’s activities; (ii) the Company lacks appropriate information technology controls. As of
December 31, 2024, the Company retained copies of all financial data and material agreements; however, there is no formal procedure or
evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to
unmitigated factors.
In accordance with Item 304(a)(3) of Regulation
S-K, on February 27, 2026, the Company provided Onestop Assurance with a copy of the foregoing disclosures and requested that Onestop
Assurance provide a letter addressed to the SEC stating whether it agrees with such disclosures. A copy of Onestop Assurance’s letter
dated February 28, 2026 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public
Accounting Firm
On February 27, 2026, the Board
of Directors of the Company approved the appointment of Guangdong Prouden CPAs GP (“Guangdong Prouden”) as the Company’s
new independent registered public accounting firm for the fiscal year ending December 31, 2025. During the Company’s two most recent
fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through February 27, 2026, neither the Company nor anyone
acting on its behalf consulted with Guangdong Prouden with respect to either (i) 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 consolidated financial statements
of the Company, and no written report or oral advice was provided by Guangdong Prouden to the Company that Guangdong Prouden 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 the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable
event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Onestop Assurance PAC, dated February 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
| |
Tancheng Group Co., Ltd. |
| |
|
|
| Dated: February 28, 2026 |
By: |
/s/ Yu Yang |
| |
Name: |
Yu Yang |
| |
Title: |
Chief Executive Officer |
