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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/27/23 Legend Spices, Inc. 8-K:4,9 10/17/23 13:153K Pubco Reporting … Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-16.1 Letter re: a Change in Accountant HTML 8K 8: R1 Cover HTML 44K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- leg_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.CAL XBRL Calculations -- leg-20231017_cal XML 8K 7: EX-101.DEF XBRL Definitions -- leg-20231017_def XML 11K 4: EX-101.LAB XBRL Labels -- leg-20231017_lab XML 42K 6: EX-101.PRE XBRL Presentations -- leg-20231017_pre XML 28K 3: EX-101.SCH XBRL Schema -- leg-20231017 XSD 19K 12: JSON XBRL Instance as JSON Data -- MetaLinks 11± 17K 13: ZIP XBRL Zipped Folder -- 0001640334-23-001971-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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) i October 17, 2023
i Legend Spices, Inc. |
(Exact name of registrant as specified in its charter) |
i Nevada |
|
| i 38-4247159 | |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
i 14 Kajaznuni Street, i Apt. 70, i Yerevan, i Armenia |
| i 0070 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code +374 ( i 99) i 432000
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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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 |
i Common Shares | 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 i ☐
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. ☐
1 |
Item 4.01 Changes in Registrant’s Certifying Accountant
On October 3, 2023, LEGEND SPICES INC. (the “Company”) was informed that Gries & Associates, LLC (“Gries”) had sold its business to GreenGrowth CPAs (“GreenGrowth”).
On October 17, 2023 the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Gries.
The reports of Gries regarding the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), 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 to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.
During the fiscal years ended December 31, 2022 and 2021, and through October 17, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Gries 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 Gries would have caused Gries to make reference thereto in connection with its report.
During the fiscal years ended December 31, 2022 and 2021, and through October 17, 2023E, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company’s internal control over financial reporting.
The Company requested Gries to furnish it with a letter addressed to the SEC stating whether or not Gries 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 October 17, 2023, is filed as Exhibit 16.1 to this current report on Form 8-K.
During the Company’s fiscal years ended December 31, 2022 and 2021, and through October 17, 2023, neither the Company nor anyone on the Company’s behalf consulted with Gries regarding any of the following:
| (i) | either 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, and neither a written report nor oral advice was provided to the Company that Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or | |
|
| |
(ii) | any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
| Description |
|
_______
| 2 |
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.
|
| (Legend Spices, Inc.) |
Date: October 27, 2023 |
|
|
| By: | |
| Name: | |
| Title: | Chief Executive Officer |
|
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| 3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/27/23 | None on these Dates | ||
| For Period end: | 10/17/23 | |||
| 10/3/23 | ||||
| 12/31/22 | ||||
| 12/31/21 | ||||
| List all Filings | ||||