Current Report Filing (8-k)
February 21 2020 - 1:20PM
Edgar (US Regulatory)
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):
February 20, 2020
CANNAGISTICS, INC.
(Exact name of registrant as specified
in charter)
Nevada
|
000-55711
|
90-0338080
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
1200 Veterans Highway, Suite 310
Hauppaige, NY
|
11788
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including
area code: 631-676-7230
2480 Stanfield Rd., Unit B
Mississauga, ON, Canada L4Z 1R6
(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 240.14-12)
[ ] 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 13ed-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: 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. [ ]
SECTION 4- MATTERS
RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant’s Certifying Accountant.
On February 20, 2020, the Company dismissed BMKR, LLP (the “Former
Accountant”) as the Company’s independent registered public accounting firm and the Company engaged Boyle CPA, LLC
(the “New Accountant”) as the Company’s independent registered public accounting firm. The engagement of the
New Accountant was approved by the Company’s Board of Directors.
The Former Accountant was engaged on January 10, 2018 and did audit
the Company’s financial statements for the fiscal years ended July 31, 2016, 2017, 2018 and 2019.
From the period of engagement, January 10, 2018, and through the
interim period ended February 20, 2020, there were no “disagreements” (as such term is defined in Item 304 of Regulation
S-K) with the Former Accountant 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 the Former Accountant would have caused them to
make reference thereto in their reports on the financial statements for such periods.
From the period of engagement, January 10, 2018, and through the
interim period ended February 20, 2020, there were the following “reportable events” (as such term is defined in Item
304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended July 31, 2019, the
Company’s management determined that the Company’s internal controls over financial reporting were not effective as
of the end of such period.
The Company’s internal controls have not been remediated as
of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events from
the period of engagement, January 10, 2018, and through the interim period ended February 20, 2020. The Company’s Board of
Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant
to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period
by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult
with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter
that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304
of Regulation S-K).
On February 20, 2020, the Company provided the Former Accountant
with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing
that the Former Accountant furnish the Company with a letter addressed to the Commission stating whether or not they agree with
such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
SECTION 8– OTHER EVENTS
Item 8.01 Other Events
The Company’s Executive Office located at:
1200 Veterans Highway
Suite 310
Hauppauge, New York 11778
(631) 676-7230
Is now the principal office of the Company.
SECTION 9 – FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) 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.
Cannagistics, Inc.
/s/ James W. Zimbler
James W. Zimbler
Chief Executive Officer
Date: February 21, 2020
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