Form 8-K - Current report

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

February 20, 2024

Date of Report (Date of earliest event reported)

DALRADA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

wyoming	000-12641	38-3713274
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
incorporation)	Number)


600 La Terraza Blvd., Escondido, California		92025
(Address of principal executive offices)		(Zip Code)

(858) 283-1253

Registrant's telephone number, including area code

N/A

(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 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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
N/A	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 (§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. ☐

ITEM 4.01 Changes in Registrants Certifying Accountant.

(a) On February 14, 2024, Macias Gini & O’Connell, LLP (“MGO”) resigned as Dalrada Financial Corporation’s (the “Company”) independent registered public accounting firm.

MGO audited the consolidated financial statements of the Company for the fiscal year ended June 30, 2023. The audit report of MGO on such consolidated financial statements was dated October 19, 2023, contained a going concern comment as a result of its recurring losses, and did not contain an adverse opinion or disclaimer of opinion that was qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended June 30, 2023 and during the subsequent interim periods, there were no disagreements with MGO on any accounting principles or practices, financial statement disclosure or auditing scope or procedure’s that, if not resolved to MGO’s satisfaction, would have caused MGO to make reference to the subject matter of the disagreement in connection with its audit report and there were no “reportable events” as defined in Item 304(a)(1)(v) of regulation S-K.

The Company has requested that MGO furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated February 20, 2024 is filed herewith as Exhibit 16 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is attached as part of this report:

Exhibit No. Description

	16.1	Letter from Macias Gini & O’Connell, LLP (“MGO”) to the Securities and Exchange Commission dated February 20, 2024
	104	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

Signature

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 thereunto duly authorized.

Date: February 20, 2024	DALRADA FINANCIAL CORPORATION

	By:	/s/ Brian Bonar
		Brian Bonar Officer, Director

Exhibit 16.1

February 20, 2024

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

We have read the statements by Dalrada Financial Corporation (the “Company”) included under Item 4.01 of its Current Report on Form 8-K dated February 20, 2024, to be filed with Securities and Exchange Commission. We agree with the statements concerning our firm contained therein. We have no basis to agree or disagree with others statements made in that item.

Sincerely,

Macias Gini & O’Connell LLP

Cover	Feb. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2024
Entity File Number	000-12641
Entity Registrant Name	DALRADA FINANCIAL CORPORATION
Entity Central Index Key	0000725394
Entity Tax Identification Number	38-3713274
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	600 La Terraza Blvd.
Entity Address, City or Town	Escondido
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92025
City Area Code	(858)
Local Phone Number	283-1253
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false