Amended Current Report Filing (8-k/a)
November 30 2017 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO 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):
November 8, 2017
SanSal Wellness Holdings, Inc.
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(Exact name of registrant as specified in charter)
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Nevada
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333-191251
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99-0375676
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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6610 North University Drive #220, Fort Lauderdale, FL
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33321
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (
954) 722-1300
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of Company under any of the following provisions:
☐
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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 (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.
☐
EXPLANATORY NOTE
As used in this Form 8-K/A Amendment
No. 1 to Current Report on Form 8-K (this
“Report
”), originally filed with the Securities and Exchange Commission
on November 22, 2017 and unless otherwise indicated, the terms “
the Company
,” “
SanSal
,” “
we
,”
“
us
” and “
our
” refer to SanSal Wellness Holdings, Inc. f/k/a Armeau Brands Inc. and its subsidiary.
This Report amends the original filing to file as
Exhibit
16.1
to this Report, a copy of the letter received from our former independent registered public accounting firm, as required
by
Item 4.01(a)
of Form 8-K.
Item 4.01
Changes in Registrant’s Certifying Accountant
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(a)
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Termination of Saturna Group Chartered Professional Accountants LLP
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(i)
Effective November 8, 2017, we terminated Saturna Group Chartered Professional Accountants LLP (“
Saturna Group
”),
as our independent registered public accounting firm. The decision to terminate Saturna Group was unanimously approved by the board
of directors of SanSal on November 8, 2017.
(ii)
The report of Saturna Group for the fiscal years ended January31, 2017 and January 31, 2016, 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 on the Company’s financial statements contained an explanatory paragraph in respect to the substantial doubt
about its ability to continue as a going concern.
(iii)
During the fiscal years ended January 31, 2017 and January 31, 2016, and the subsequent period through the date of termination
(A) there have been no disagreements with Saturna Group, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Saturna
Group, would have caused Saturna Group, to make reference to the subject matter of the disagreement in connection with their respective
reports; (B) no such disagreement was discussed with the Company’s board of directors or any committee of the board
of directors of the Company; and (C) there have been no “
reportable events
” as described in Item 304(a)(1)(v)
of Regulation S-K.
(iv)
We provided Saturna Group with a copy of this Report and requested Saturna Group furnish us with a letter addressed
to the Securities and Exchange Commission stating whether such firm agrees with the statements made by the Company in this
Report, and, if not, stating the respects in which it does not agree. A copy of such letter is filed with this Report as
Exhibit
16.1
.
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(b)
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Engagement of Paritz & Company, P.A.
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(i)
Effective November 8, 2017, SanSal engaged Paritz & Company, P.A. (“
Paritz
”) as our independent public registered
accounting firm. The engagement of Paritz was approved by the Company’s board of directors on November 8, 2017.
(ii) During
the Company’s two most recent fiscal years and any subsequent interim period prior to Paritz’s engagement as the Company’s
new independent registered public accounting firm
, the Company did not consult with
Paritz
regarding 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 the Company’s financial statements;
or (B) any matter that was either the subject of a disagreement as defined in Item 304 of Regulation S-K or a “reportable
event” as such 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.
Dated: November 30, 2017
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SANSAL WELLNESS HOLDINGS, INC.
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By:
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/s/ Alexander M. Salgado
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Alexander M. Salgado, Chief Executive Officer
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