Orion Bliss Corp. 8-KA
true
to fix trading symboy
0001854183
0001854183
2024-05-10
2024-05-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): May 10, 2024
| Orion
Bliss Corp. |
| .(Exact name of registrant as specified in its charter) |
| Nevada |
|
333-257326 |
|
98-1591444 |
|
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
Kalonite
9-57, Ashdod
Israel |
|
7724233 |
| (Address
of principal executive offices) |
|
(Zip Code) |
| |
|
|
| Registrant’s telephone number, including area code (849) 859-3819 |
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 Symbols(s) |
|
Name of each exchange on which registered |
| N/A |
|
N/A |
|
NA |
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.
Explanatory Note
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K by Orion Bliss Corp. (the “Company”)
under Items 4.01 and 9.01 on May 16, 2024 (the “Original 8-K”). Amendment No. 1 is being filed in order to correct the trading
symbol on the cover page. No other edits have been made.
ITEM 4.01 CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
Former Independent Registered Public Accounting
Firm
On May 10, 2024, BF Borgers CPA PC resigned as
the independent accounting firm of Orion Bliss Corp. (the “Company”).
The audit reports of BF Borgers CPA PC on the
Company’s financial statements as of and for the fiscal years ended April 30, 2022 and 2023 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal
years ended April 30, 2022 and 2023, the Company had no “disagreements” (as described in Item 304 (a)(1)(iv) of Regulation
S-K) with BF Borgers CPA PC 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 BF Borgers CPA PC, would have caused it to make reference in connection
with its opinion to the subject matter of the disagreements.
During the Company’s two most recent fiscal
years ended April 30, 2022 and 2023, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation
S-K and the instructions related thereto.
In accordance with Item 304(a)(3) of Regulation
S-K, the Company furnished BF Borgers CPA PC with a copy of this Current Report on Form 8-K on May 14, 2024, providing BF Borgers CPA
PC with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”)
stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and if not, stating
the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of BF Borgers CPA PC’s letter addressed to the SEC relating
to the statements made by the Company in this report.
New Independent Registered Public Accounting
Firm
On May 14, 2024, the Audit Committee and the Board
of Directors of the Company appointed Boladale Lawal and Co, Chartered Accountants as its
new independent registered public accounting firm to audit and review the Company’s financial statements.
During the Company’s two most recent fiscal
years ended April 30, 2022 and 2023, and for the subsequent interim period through the date hereof prior to the engagement of Boladale
Lawal and Co, neither the Company nor anyone on its behalf consulted Boladale
Lawal and Co regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or
on the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and neither a written report
nor oral advice was provided to the Company that Boladale Lawal and Co 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 either the subject of 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 CPA |
| 104.1 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded with 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.
| |
Orion Bliss Corp.
|
| |
|
|
| Date: May 23, 2024 |
By: |
/s/
Alexandra Solomovskaya |
| |
|
Alexandra Solomovskaya |
| |
|
President, Treasurer, Secretary and Director
|
