false
0001871181
0001871181
2023-02-16
2023-02-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
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 16, 2023
Qualis Innovations, Inc.
(Exact name of registrant as specified in its charter)
| 333-260982 |
|
84-2488498 |
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
| |
|
|
6898
S. University Blvd., Suite 100,
Centennial, CO |
|
80122 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(484)
483-2134
(Registrant’s
telephone number, including area code)
(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:
| ☐ |
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 CFR240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Registrant’s Certifying Accountant.
On
February 16, 2023, Qualis Innovations, Inc. (the “Company,” “we,” “our”) retained Victor Mokuolu,
CPA PLLC (“VMCPA”), as our new independent registered public accounting firm. The appointment of VMCPA was approved by the
Board of Directors of the Company. As a result of our engagement of VMCPA, on April 4, 2023, we dismissed Kreit & Chiu CPA LLP (formerly
Paris, Kreit & Chiu CPA LLP) (“K&C”) as our independent registered public accounting firm.
During
the two most recent fiscal years prior to such date (December 31, 2022 and 2021), and through the date of dismissal, there were no disagreements
with K&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of K&C, would have caused K&C to make reference to the subject matter of the
disagreement in its report. There have been no reportable events as provided in Item 304(a)(1)(v) of Regulation S-K up to and including
the dismissal of K&C, except that such reports contained an explanatory paragraph in respect to uncertainty as to the Company’s
ability to continue as a going concern.
K&C
did not audit the Company’s financial statements for the fiscal year ending December 31, 2022, and its report on the consolidated
financial statements of the Company as, at, and for the fiscal years ended December 31, 2021 and 2020, did not contain any adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such
reports contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern.
There were and are no limitations placed on K&C concerning the inquiry of any matter related to the Company’s financial reporting.
On
July 11, 2024, the Company provided K&C with a copy of the foregoing disclosure and requested that it furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of the
letter from K&C dated July 15, 2024,
is attached hereto as Exhibit 16.1 to this Form 8-K.
During
the Company’s two fiscal years ending December 31, 2022 and 2021, and the subsequent interim period preceding our engagement of
VMCPA, we had not previously consulted with VMCPA with respect to either (a) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written
or oral advice was given to the Company by VMCPA that VMCPA concluded was an important factor considered by the Company in reaching its
decision as to the accounting, auditing, or financial reporting issue; or (b) any matter that was either the subject of a disagreement,
as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable
event as that term is described in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
| |
QUALIS
INNOVATIONS, INC. |
| Dated:
July 15, 2024 |
|
|
| |
By: |
/s/
Patrick Adams |
| |
|
Patrick
Adams |
| |
|
Acting
Chief Executive Officer |
