Current Report Filing (8-k)
02 Mai 2022 - 2:01PM
Edgar (US Regulatory)
0001066764
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--12-31
0001066764
2022-04-29
2022-04-29
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iso4217:USD
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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
Date
of Report (Date of earliest event reported): April 29, 2022
SPINE
INJURY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-27407 |
|
98-0187705 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File
No.) |
|
(IRS
Employee
Identification
No.) |
600
Anton Boulevard, Suite 1100
Costa
Mesa, CA 92626
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code: (855) 777-0888
Not
applicable.
(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 (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 |
None. |
|
|
|
|
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 Registrant’s Certifying Accountant.
(a)
Prior independent registered public accounting firm.
On
April 29, 2022, the Board of Directors (the “Board”) of Spine Injury Solutions, Inc. (the “Company”) accepted
and approved the resignation of its independent registered public accounting firm Ham, Langston & Brezina, LLP (“Ham Langston”).
Ham Langston audited the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020.
The
reports of Ham Langston on the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain
an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting
principles, except that both such reports raised substantial doubts on the Company’s ability to continue as a going concern as
a result of its continued losses from operations and accumulated shareholder deficit.
During
the Company’s two most recent fiscal years and through the date of resignation, (a) the Company had no disagreements with Ham Langston
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement
if not resolved to the satisfaction of Ham Langston would have caused it to make reference to the subject matter of the disagreement
in connection with its reports on the financial statements and (b) there were no “reportable events” (as defined in Item
304(a)(1)(v) of Regulation S-K).
The
Company provided Ham Langston with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission,
and requested that the firm furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with
the statements made in this Item 4.01 of the Current Report on Form 8-K, and if not, stating the aspects with which they do not agree.
Pursuant to the Company’s request, Ham Langston has provided the letter filed with this Current Report on Form 8-K as Exhibit 16.1.
(b)
New independent registered public accounting firm.
On
April 29, 2022, the Company’s Board of Directors ratified and approved the engagement of Fortune CPA Inc. (“Fortune”)
as the Company’s independent registered public accounting firm and Fortune was engaged effective on April 29, 2022. During the
Company’s two most recent fiscal years ended December 31, 2021 and 2020 and from January 1, 2022 through April 28, 2022, neither
the Company nor anyone on its behalf consulted Fortune regarding either (i) 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 consolidated financial statements,
and no written report or oral advice was provided to the Company that Fortune concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement
or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the Company’s planned expansion of its business to focus on the introduction of a patented electrical power
generation technology called Tesdison, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended
(the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change the Company’s
corporate name to Bitech Technologies Corporation.
The
Certificate of Amendment was approved by the Company’s board of directors by written consent in lieu of a meeting on April 28,
2022 in accordance with the relevant sections of the Delaware General Corporation Law. The Company plans to file a notice regarding the
Certificate of Amendment and the Company’s request for a symbol change with The Financial Industry Regulatory Authority, Inc. (“FINRA”)
and will file an updated Form 8-K upon FINRA’s acceptance and approval of the Certificate of Amendment and issuance of a new trading
symbol.
Item
7.01 Regulation FD Disclosure.
On
May 2, 2022, the Company issued a press release regarding its business and corporate name change. The press release is attached hereto
as Exhibit 99.1 and incorporated herein by this reference.
The
information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section,
and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) |
The
following exhibits are filed with this Current Report: |
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.
|
SPINE
INJURY SOLUTIONS, INC. |
|
|
|
Dated:
May 2, 2022 |
By: |
/s/
Benjamin Tran |
|
|
Benjamin
Tran |
|
|
Chief
Executive Officer |
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