(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 communication 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))
C:
FORWARD LOOKING STATEMENTS
This
Current Report on Form 8-K contains forward-looking statements that
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. By their nature,
forward-looking statements and forecasts involve risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the near future. Forward-looking
statements speak only as of the date they are made, are based on
various underlying assumptions and current expectations about the
future. We caution readers that any forward-looking statements are
not guarantees of future performance and that actual results could
differ materially from those contained or implied in the
forward-looking statements. Such forward-looking statements
include, but are not limited to, statements about the terms and
conditions of the agreement described herein. In some cases, you
may identify forward-looking statements by words such as "may,""should,""plan,""intend,""potential,""continue,""believe,""expect,""predict,""anticipate" and "estimate," the negative of
these words or other comparable words. These statements are only
predictions. One should not place undue reliance on these
forward-looking statements. The forward-looking statements are
qualified by their terms and/or important factors, many of which
are outside the Company's control, involve a number of risks,
uncertainties and other factors that could cause actual results and
events to differ materially from the statements made. The
forward-looking statements are based on the Company's beliefs,
assumptions and expectations about the Company's future performance
and the future performance of the entity being acquired, taking
into account information currently available to the Company. These
beliefs, assumptions and expectations can change as a result of
many possible events or factors, including those events and factors
described in "Risk Factors" in the Company's Annual Report on Form
10-K, and the Company's recent Quarterly Reports, filed with the
SEC, not all of which are known to the Company. The Company will
update this forward-looking information only to the extent required
under applicable securities laws. Neither the Company nor any other
person assumes responsibility for the accuracy or completeness of
these forward-looking statements.
Item 4.01 Changes in Registrant’s Certifying
Accountant.
On
October 18, 2021, the independent registered public accounting
firm, Turner, Stone & Company, LLP (“Turner Stone”)
of Emerge Health International, Inc. (the “Registrant”
or "Company"), delivered their letter of resignation to the Board
of Directors, as the Company filed the Form 10K for the period
ended June 30, 2019 prior to completion of the audit and issuance
of the auditors’ report.
During
Turner Stone’s engagement there were no: (i) disagreements
with Turner Stone on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, and (iii) reportable events (as that term is defined in
Item 304(a)(1)(v) of Regulation S-K). However, the Company believes
that the Form 10-K for the period ending December 31, 2019, filed
on September 30, 2021 was made in error, as the audit had not yet
been completed, and shall be amended by the Company with
appropriate reports and consents as required by Regulation
S-K.
The
Registrant has provided Turner Stone with a copy of this Form 8-K
and has requested that Turner Stone furnish a letter addressed to
the Securities and Exchange Commission stating whether or not it
agrees with the above statements and, if not, stating the respects
in which it does not agree. A copy of such letter, dated November30, 2021, indicating that Turner Stone is in agreement with such
disclosures, is filed as Exhibit 16.1
to this Form 8-K.
The
Board of Directors has currently in the process of engaging a new
independent registered public accounting firm, and shall
immediately file an amended Form 10-K for the period ended June 30,2019 with the new independent registered public accounting
firm’s audit and consent. Furthermore, Turner Stone has
agreed to cooperate with the new auditor and provide support where
needed.
Item 8.01 Other Events
In
order to help facilitate the process of getting the Company
current, the Board of Directors has engaged Smith Eilers, PLLC as
SEC counsel.
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 hereunto duly authorized.