Current Report Filing (8-k)
06 Février 2023 - 5:01PM
Edgar (US Regulatory)
0001365388
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0001365388
2022-12-29
2022-12-29
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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):
December 29, 2022
HIGH SIERRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado |
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000-52036 |
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84-1344320 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
1495 Ridgeview Drive, Suite 230A
Reno, Nevada 89519
(Address of principal executive offices)
(775) 410-4100
(Registrant’s telephone number, including area
code)
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 obligations of the registrant under any of the following provisions.
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
N/A |
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N/A |
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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 Registrant’s Certifying Accountant.
Dismissal of Independent
Registered Accounting Firm
On December 29, 2022, High
Sierra Technologies, Inc. (the “Company”) sent a letter to Pinnacle Accountancy Group of Utah, a dba of Heaton & Co.,
PLLC (“Pinnacle”) dismissing Pinnacle as the Company’s independent registered accounting firm, effective immediately.
None of Pinnacle’s reports for the last two fiscal years contained an adverse opinion, or a disclaimer of opinion, or was qualified
or modified for any reason whatsoever, with the exception of providing an explanatory paragraph stating there was substantial doubt about
the Company’s ability to continue as a going concern. The decision to dismiss Pinnacle was approved by the Company’s board
of directors. During the Company’s last two fiscal years, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) between the Company and Pinnacle on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Pinnacle, would have caused Pinnacle to make
reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods and (ii)
there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided
Pinnacle with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”)
and requested that Pinnacle furnish the Company with 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.
Pinnacle’s letter to
the Commission, dated February 2, 2023, is attached hereto as Exhibit 16.1.
Engagement of New Independent
Registered Accounting Firm
On February 1, 2023, the
Company appointed TAAD, LLP (“TAAD”) as the Company’s new independent registered public accounting firm effective immediately.
During the Company’s two most recent fiscal years, and the subsequent interim period through
February 1, 2023, neither the Company nor anyone acting on its behalf consulted with TAAD 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 financial statements, in connection with which either a written report or oral advice was
provided to the Company that TAAD 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 either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
16.1 |
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Letter from Accountancy Group of Utah, a dba of Heaton & Co., PLLC dated February 2, 2023. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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HIGH SIERRA TECHNOLOGIES, INC. |
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Dated: February 6, 2023 |
By: |
/s/ Gregg W. Koechlein |
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Name: |
Gregg W. Koechlein |
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Title: |
Chief Financial Officer and Chief Operating Officer |
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