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): July 17, 2023

 

KINDCARD, INC.

(Exact name of registrant as specified in its charter)

 

 (Former Name of Registrant)

 

Nevada

 

000-56003

 

81-4520116

(State or Other Jurisdiction  of Incorporation)

 

(Commission  File Number)

 

(IRS Employer Identification Number)

 

1001 Yamato Road, #100

Boca Raton, Florida 33431

(Address of principal executive offices) (zip code)

 

(888) 888-0708

(Registrant's telephone number, including area code)

 

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: None

 

 

Title of each class

 

 

Trading Symbol(s)

 

Name of each exchange

on which registered

None

 

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 ☐

 

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 Change in Registrants Certifying Accountant

 

Previous independent registered public accounting firm

 

On July 17, 2023 (the “Resignation Date”), Assurance Dimensions, Inc. (the “Former Auditor”) resigned as the independent registered public accounting firm of Kindcard, Inc. (the “Company”).

 

During the years ended December 31, 2022 and 2021 and through the Resignation Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference thereto in its reports on the Company’s financial statements for such years.

 

Except as set forth below, during the years ended December 31, 2022 and 2021 and through the Resignation Date, the reports of the Former Auditor on the Company's financial statements did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports contained a paragraph stating there was substantial doubt about the Company's ability to continue as a going concern.

 

The Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached hereto to this Form 8-K as Exhibit 16.1.

 

New independent registered public accounting firm

 

On July 17, 2023, (the “Engagement Date”), the Company engaged Victor Mokuolu, CPA PLLC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2023. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

 

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:

 

 

1.

application of accounting principles to any 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 was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

 

 

 

 

2.

any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Number

 

  Description

 

 

 

16.1

 

Letter from Assurance Dimensions, Inc.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

 

KINDCARD, INC.

 

 

 

 

 

Date: July 17, 2023

By:

/s/ Michael Rosen   

 

 

 

Michael Rosen   

 

 

 

Interim Chief Executive Officer

 

 

 

3

 

 

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Cover
Jul. 17, 2023
Cover [Abstract]  
Entity Registrant Name KINDCARD, INC.
Entity Central Index Key 0001696025
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jul. 17, 2023
Entity File Number 000-56003
Entity Incorporation State Country Code NV
Entity Tax Identification Number 81-4520116
Entity Address Address Line 1 1001 Yamato Road
Entity Address Address Line 2 #100
Entity Address City Or Town Boca Raton
Entity Address State Or Province FL
Entity Address Postal Zip Code 33431
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 888-0708
City Area Code 888
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