Current Report Filing (8-k)
19 Mai 2022 - 12:04PM
Edgar (US Regulatory)
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0001568628
2022-05-18
2022-05-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Mark
One
May
18, 2022
COMMISSION FILE NO. 000-56260
BIOQUEST
CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
80-0975853 |
|
5149 |
(State
or Other Jurisdiction of |
|
IRS
Employer |
|
Primary
Standard Industrial |
Incorporation
or Organization) |
|
Identification
Number |
|
Classification
Code Number |
4570
Campus Drive Suite 23
Newport
Beach, CA 92660
(Address
of principal executive offices)
Phone:
(714) 978-4425
(Registrant’s
telephone number)
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):
☐ |
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 |
|
|
|
|
Indicate
by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ |
Large,
accelerated filer |
☐ |
Accelerated
filer |
☒ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
|
|
☐ |
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. ☐
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Previous
Independent Accountants
On
May 16, 2022, our Board of Directors voted to change our independent auditors, Haynie and Company (“HC”), effective
May 17, 2022.
HC
audited the financial statements of the Company for the two years ended April 30, 2021 and 2020 respectively, and reviewed the two
subsequent quarters July 30, 2021, and October 31, 2021. The report of HC on such financial statements, dated August 13, 2021 did
contain a modification raising substantial doubt about the Registrant’s ability to continue as a going concern. HC’s
reports did not contain any other adverse or disclaimer of opinion and were not otherwise qualified or modified as to uncertainty,
audit scope or accounting principles.
For
the past two fiscal years and subsequent interim periods though the date of termination, there have been no disagreements with the former
accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Haynie and Company, would have caused them to make reference thereto in their
report on the financial statements.
During
the two most recent fiscal years and the interim period to the date of their resignation, there have been no reportable events, as that
term is defined in Item 304(a)(1)(v) of Regulation S-B.
During
the Company’s two most recent fiscal years, and since then, HC has not advised the Company that any of the following exist or are
applicable:
|
(1) |
That
the internal controls necessary for the Company to develop reliable financial statements do not exist, that information has come
to their attention that has led them to no longer be able to rely on management’s representations, or that has made them unwilling
to be associated with the financial statements prepared by management. |
|
(2) |
That
the Company needs to expand significantly the scope of its audit, or that information has come to their attention that if further
investigated may materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements
or any other financial presentation, or cause them to be unwilling to rely on management’s representations or be associated
with the Company’s financial statements for the foregoing reasons or any other reason, or |
|
(3) |
That
they have advised the Company that information has come to their attention that they have concluded materially impacts the fairness
or reliability of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any
other reason. |
We
have provided Haynie and Company a copy of the disclosure made in response to this Item 4.01 and have requested that Haynie and Company
provide a letter addressed to the Securities & Exchange Commission confirming their agreement with the disclosure contained herein.
New
Independent Accountants
On
May 18th, 2022, L J Soldinger Associates, LLC (“LJS”), Certified Public Accountants of Deer Park, Illinois, were
appointed by the Company to audit our financial statements for the year ended April 30, 2022. During our two most recent fiscal years
and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its behalf
consulted LJS regarding either the application of accounting principles to a specified transaction, either completed or proposed, or
the type of audit opinion that might be rendered of the Company’s consolidated financial statements, nor has LJS provided to the
Company a written report or oral advice regarding such principles or audit opinion.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
In
accordance with 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.
/s/ David P. Noyes |
|
|
Chief Financial Officer |
|
|
May 18, 2022 |
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