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 20, 2020

 

CANNAGISTICS, INC.

 (Exact name of registrant as specified in charter)

 

Nevada 000-55711 90-0338080
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

 

1200 Veterans Highway, Suite 310

Hauppaige, NY

 

11788

 
  (Address of principal executive offices) (Zip Code)  

 

Registrant’s telephone number, including area code: 631-676-7230

 

 

2480 Stanfield Rd., Unit B

Mississauga, ON, Canada L4Z 1R6

(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 240.14-12)

 

[ ]       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 13ed-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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.      [ ]

 

   
 

 

SECTION 4- MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On February 20, 2020, the Company dismissed BMKR, LLP (the “Former Accountant”) as the Company’s independent registered public accounting firm and the Company engaged Boyle CPA, LLC (the “New Accountant”) as the Company’s independent registered public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.

 

The Former Accountant was engaged on January 10, 2018 and did audit the Company’s financial statements for the fiscal years ended July 31, 2016, 2017, 2018 and 2019.

 

From the period of engagement, January 10, 2018, and through the interim period ended February 20, 2020, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.

 

From the period of engagement, January 10, 2018, and through the interim period ended February 20, 2020, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended July 31, 2019, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period.

 

The Company’s internal controls have not been remediated as of the date of this Current Report on Form 8-K.

 

Other than as disclosed above, there were no reportable events from the period of engagement, January 10, 2018, and through the interim period ended February 20, 2020. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

 

Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).

 

On February 20, 2020, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.

 

SECTION 8– OTHER EVENTS

 

Item 8.01 Other Events

 

The Company’s Executive Office located at:

 

1200 Veterans Highway

Suite 310

Hauppauge, New York 11778

(631) 676-7230

 

Is now the principal office of the Company.

 

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
16.1 Letter from BMKR, LLP to the Securities and Exchange Commission

 

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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.

 

Cannagistics, Inc.

 

 

/s/ James W. Zimbler

James W. Zimbler

Chief Executive Officer

Date: February 21, 2020

 

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