Current Report Filing (8-k)
February 08 2022 - 8:21AM
Edgar (US Regulatory)
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0001614466
2022-02-07
2022-02-07
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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 07, 2022
Kibush
Capital Corp.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55256
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(State
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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7
Sarah Crescent
Templestowe
Victoria
Australia 3106
(Address
of principal executive offices)
Phone:
+(61) 398464288
(Registrant’s
telephone number)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not
applicable
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Item
3.03 – MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Certificate
of Designation of Series A Preferred Stock
On
December 13, 2021, the Board of Directors, with the approval of a majority vote of the shareholders approved the filing of a Certificate
of Amendment of Designation of the Company’s Series D Preferred Stock (“Series D Preferred Stock”). The Board of Directors
authorized 100,000 shares of the preferred shares to be designated as Series D Preferred Stock. The Series D Preferred Stock has a par
value of $0.01, and converts into common stock at a rate of $0.001 for each share of Series D Preferred Stock, the holders of the Series
D Preferred Stock may not convert into the holder holding more than 4.99% of the common shares of the Company, and the Series D Preferred
Stock have no common stock voting rights.
A
copy of the Certificate of Amendment of Designation that was filed with the Nevada Secretary of State on December 13, 2021, is attached
hereto as Exhibit 3.01 of this Report and is incorporated by reference herein.
Item
4.01 Changes in the Registrant’s Certifying Accountant.
Item
4.01(a) – Resignation of Auditor
On
February 07, 2022, Kibush Capital Corp. (the “Registrant” or “Company”) received from ShineWing Australia a notice
of resignation (“SHINEWING “) as the Company’s Independent Registered Public Accounting firm. On February 07, 2022,
the Board of Directors of the Company confirmed the resignation.
Since
SHINEWING engagement on August 8, 2017 and through SHINEWING ‘ resignation on February 07 2022, there were (1) no disagreements
with SHINEWING on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction SHINEWING would have caused SHINEWING to make reference to the subject matter
of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v)
of Regulation S-K.
SHINEWING
audited our financial statements, including our balance sheets as of September 30, 2020 and 2019 and our related statements of operations,
changes in stockholders’ equity, and statements of cash flows for the period from August 18, 2017 (inception) through September
30, 2020. The audit report of SHINEWING. on our financial statements for the period stated above (the “Audit Period”) did
not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting
principles, but the reports of SHINEWING, for the Audit Period contained a Going Concern paragraph which indicated conditions existed
which raised substantial doubt about our ability to continue as a going concern.
We
furnished SHINEWING with a copy of this disclosure on February 07, 2022, providing SHINEWING with the opportunity to furnish the Company
with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation
S-K and, if not, stating the respect in which it does not agree. A copy of SHINEWING ‘s letter to the SEC is filed as Exhibit 16.1
to this Report.
Item
4.01(b)- Engagement of Auditor
On
February 07, 2022, the Registrant engaged “DFK Collins” (““DFK Collins”“) as its new independent
registered public accounting firm beginning with the fiscal year ending September 30, 2021. The change in the Registrant’s independent
registered public accounting firm was approved by the board of directors. During the most recent fiscal year and through the date of
this Current Report, neither the Registrant nor anyone on its behalf consulted with “DFK Collins” regarding any of
the following:
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(i)
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The
application of accounting principles to a specific transaction, either completed or proposed;
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(ii)
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The
type of audit opinion that might be rendered on the Registrant’s financial statements, and none of the following was provided
to the Registrant:
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(a)
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a
written report; or (b) oral advice that “DFK Collins” concluded was an important factor considered by the Registrant
in reaching a decision as to an accounting, auditing or financial reporting issue; or
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(iii)
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Any
matter that was subject of a disagreement, as that term is 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.
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ITEM
9.01 - Financial Statements and Exhibits
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Kibush Capital Corp.
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Date:
February 07, 2022
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By:
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/s/
Warren Sheppard
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Warren
Sheppard
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President
& CEO
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