Current Report Filing (8-k)
January 08 2021 - 5:06PM
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
January
8, 2021
Date
of Report (Date of earliest event reported)
SUNSTOCK,
INC.
(Exact
name of registrant as specified in its charter)
000-54830
(Commission
File Number)
Delaware
|
46-1856372
|
(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
|
|
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111
Vista Creek Circle, Sacramento, CA
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95835
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(Address
of principal executive offices)
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(Zip
Code)
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916-860-9622
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
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Name
of each exchange on which registered
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None
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None
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None
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Securities
registered pursuant to Section 12(g) 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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Common
Stock
|
|
SSOK
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None
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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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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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Item
4.01 Changes in Registrant’s Certifying Accountant.
On
January 1, 2021, the audit practice of Hall & Company Certified Public Accountants and Consultants, Inc. (“Hall”),
an independent registered public accounting firm, was combined with Macias Gini & O’Connell (“MGO”) in a
transaction pursuant to which Hall combined its operations with MGO, and certain members of Hall joined MGO either as employees
or partners of MGO. On January 7, 2021, Hall resigned as auditors of Sunstock, Inc. (the “Company”), and with the
approval of the Audit Committee of the Company’s Board of Directors, MGO was engaged as the Company’s independent
registered public accounting firm.
Prior
to engaging MGO, the Company did not consult with MGO regarding the application of accounting principles to a specific completed
or proposed transaction or regarding the type of audit opinions that might be rendered by MGO on the Company’s financial
statements, and MGO did not provide any written or oral advice that was an important factor considered by the Company in reaching
a decision as to any such accounting, auditing or financial reporting issue.
The
Report of Independent Registered Public Accounting Firm of Hall regarding the Company’s financial statements for the years
ended December 31, 2019 and 2018 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 audit report did include an explanatory paragraph regarding
the Company’s ability to continue as a going concern.
During
the years ended December 31, 2019 and 2018 and during the interim period from the end of the most recently completed year through
January 7, 2021, the date of resignation, there were no disagreements with Hall 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 Hall,
would have caused Hall to make reference to such disagreement in its report.
The
Company provided Hall with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange
Commission (the “SEC”) and requested that Hall furnish the Company with a letter addressed to the SEC stating whether
it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter,
dated January 7, 2021, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.
ITEM
9.01 FINANCIAL STATEMENTS AND 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.
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SUNSTOCK, INC.
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Date:
January 8, 2021
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By:
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/s/
Jason C. Chang
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Name:
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Jason
C. Chang
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Title:
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President,
Chief Financial Officer
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(Principal
Executive and Accounting Officer)
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