UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-41425
Golden Sun Education Group Limited
Profit Huiyin Square North Building,
Huashan 2018, Unit 1001,
Xuhui District, Shanghai, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Changes of the Registrant’s Certifying Accountant
Golden Sun Education Group Limited (the “Company”) was notified by Friedman LLP (“Friedman”), the Company’s then independent registered public accounting firm, that effective September 1, 2022, Friedman combined with Marcum LLP and continued to operate as an independent registered public accounting firm. Friedman continued to serve as the Company’s independent registered public accounting firm through October 27, 2022. On October 27, 2022, the audit committee of the board of directors of the Company approved the engagement of Marcum Asia CPAs LLP (“Marcum Asia”) to serve as the independent registered public accounting firm of the Company. The services previously provided by Friedman are now provided by Marcum Asia.
Friedman’s reports on the consolidated financial statements of the Company for the fiscal years ended September 30, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, scope of accounting principles. During the Company’s two most recent fiscal years and through October 27, 2022, there were no disagreements with Friedman on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to such matters in their reports. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended September 30, 2020 and 2021, or in the subsequent period through October 27, 2022.
The Company provided Friedman with a copy of the forgoing disclosure and requested Friedman to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Friedman agrees with the above statements. A copy of Friedman’s letter, dated November 1, 2022, is filed as Exhibit 99.1 to this Form 6-K.
During the two most recent fiscal years and in the subsequent period through October 27, 2022, the Company has not consulted with Marcum Asia with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
1
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 99.1 | Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated November 1, 2022 |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Golden Sun Education Group Limited | ||
| Date: November 1, 2022 | By: |
/s/ Xueyuan Weng |
| Name: | Xueyuan Weng | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
November 1, 2022
Securities and Exchange Commission
100 F Street,
N.E.
Washington, D.C. 20549
Commissioners:
We have read Form 6-K dated November 1, 2022 of Golden Sun Education Group Ltd. (“Registrant”) and are in agreement with the statements contained therein as it pertains to our firm; we are not in a position to agree or disagree with other statements of Registrant contained therein.
Very truly yours,
| /s/ Friedman LLP | |
| New York, New York |