Current Report Filing (8-k)
October 31 2018 - 11:59AM
Edgar (US Regulatory)
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):
October 25, 2018
SanSal
Wellness Holdings, Inc.
|
(Exact
name of registrant as specified in charter)
|
Nevada
|
|
333-191251
|
|
99-0375676
|
(State
or other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
1512
E. Broward Blvd., Suite 300, Fort Lauderdale, FL
|
|
33301
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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Registrant’s
telephone number, including area code: (
954) 722-1300
|
(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 Company 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
|
☐
|
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))
|
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. ☐
As
used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “
the Company
,” “
SanSal
Wellness
,” “
we
,” “
us
” and “
our
” refer to SanSal Wellness Holdings,
Inc. and its subsidiary.
Item
4.01 Change in Registrant’s Certifying Accountant
(i) On
October 25, 2018, Paritz & Company, P.A. (“
Paritz
”), the independent registered public accounting firm of
the Company, announced its resignation effective on the same date. As a result, the Company’s Board of Directors engaged Prager
Metis CPAs LLC (“
Prager
”) to serve as the Company’s independent registered public accounting firm effective
October 25, 2018.
(ii) The
reports of Paritz on the financial statements of the Company as of and for the fiscal years ended December 31, 2017 and 2016 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles,
except that the audit reports on the financial statements of the Company for the two fiscal years contained an uncertainty about
the Company’s ability to continue as a going concern.
(iii) During
the Company’s fiscal years ended December 31, 2017 and 2016 and the subsequent interim period from January 1, 2018 to the date
of this report, and in connection with the audit of the Company’s financial statements for such periods, there were no disagreements
between the Company and Paritz 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 Paritz, would have caused Paritz to make reference
to the subject matter of such disagreements in connection with its audit reports on the Company’s financial statements.
(iv) During
the Company’s fiscal years ended December 31, 2017 and 2016 and the subsequent interim period from January 1, 2018 to the date
of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
(v) During
the Company’s fiscal years December 31, 2017 and 2016 and the subsequent interim period from January 1, 2018 to the date of this
report, the Company did not consult with Prager regarding any of the matters set forth in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
(vi) The
Company has provided Paritz with a copy of the disclosures in this report and has requested that Paritz furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not Paritz agrees with the statements in this Item 4.01.
A copy of this letter is filed as
Exhibit 16.1
to this report.
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:
October 31, 2018
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SANSAL
WELLNESS HOLDINGS, INC.
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|
|
|
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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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