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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): August 25, 2023
METAVESCO,
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
811-08387 |
|
54-1694665 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
410
Peachtree Pkwy, Suite 4245
Cumming,
GA 30041
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (678) 341-5898
N/A
(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
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 |
|
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. ☐
Explanatory
Note
On
September 15, 2023, Metavesco, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) reporting
the dismissal of Hudgens CPA, PLLC (“Hudgens”) as the Company’s independent registered public accounting firm and the
appointment of GreenGrowth CPAs as the Company’s independent registered public accounting firm. The Initial 8-K included certain
disclosures that inadvertently indicated that Hudgens issued reports on the Company’s financial statements for the fiscal years
ended June 30, 2022 and 2021, whereas Hudgens only issued a report on the Company’s financial statements for the fiscal year ended
June 30, 2022 and did not issue a report on the Company’s financial statements for the fiscal year ended June 30, 2021. This Amendment
No. 1 to the Initial 8-K (“Amendment No. 1”) is being filed to correct this inadvertent error. Except for the changes noted
in this Explanatory Note and certain conforming edits, no other changes have been made to the disclosure provided in the Initial 8-K.
The
Company provided Hudgens with a copy of the disclosure contained in this Amendment No. 1, prior to its filing with the Securities and
Exchange Commission (the “Commission”), and requested that Hudgens furnish the Company a letter addressed to the Commission
stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Hudgens’
letter to the Commission is attached hereto as Exhibit 16.1.
Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
August 25, 2023, Hudgens CPA, PLLC, resigned as the independent registered public accounting firm of Metavesco, Inc. (the “Company”).
Hudgens’
report on the Company’s financial statements for the fiscal year ended June 30, 2022 did not contain an adverse opinion or a disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report expressed
substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the Company’s fiscal
year ended June 30, 2022 and through August 25, 2023, there have been no disagreements with Hudgens on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Hudgens’ satisfaction,
would have caused Hudgens to make reference to the subject matter of the disagreement in connection with its report on the Company’s
financial statements for such period.
For
the fiscal year ended June 30, 2022 and through August 25, 2023, there were no “reportable
events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Hudgens with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission
(the “Commission”), and requested that Hudgens furnish the Company a letter addressed to the Commission stating whether or
not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Hudgens’ letter to the Commission
is attached hereto as Exhibit 16.1.
(b)
Engagement of New Independent Registered Accounting Firm
On
September 7, 2023, the Company’s Board of Directors appointed GreenGrowth CPAs (“GreenGrowth”) as the Company’s
new independent registered accounting firm. During the Company’s two most recent fiscal years and through September 7, 2023, neither
the Company nor anyone acting on the Company’s behalf consulted GreenGrowth with respect to any of the matters or reportable events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item
9.01. Financial Statement 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.
| |
Metavesco,
Inc. |
| |
|
|
| Date:
September 20, 2023 |
By: |
/s/
Ryan Schadel |
| |
|
Ryan
Schadel |
| |
|
Chief
Executive Officer |
