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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): June 4, 2024

 

Welsis Corp.
.(Exact name of registrant as specified in its charter)

 

Wyoming   333-261614   98-1620699
(State or other jurisdiction
of incorporation)		   (Commission File Number)  

(IRS Employer

Identification No.)

 

701 E Cathedral Rd.

Ste 45 PMB 405

Philadelphia, PA

   19128
(Address of principal executive offices)   (Zip Code)
     

212-552-8991

(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:

 

Title of each class   Trading Symbols(s)   Name of each exchange on which registered
Common   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 Changes in Company’s Certifying Accountant.

 

  1) Dismissal of BF Borgers CPA PC (“BF Borgers”) as Independent Registered Public Accountant

 

On June 4, 2024, Welsis Corp (the “Company”) Board of Directors formally dismissed BF Borgers as the Company’s independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) permanently suspended BF Borgers CPA PC (“BF Borgers”) from appearing or practicing before the SEC as an accountant.

 

The reports of BF Borgers on the Company’s consolidated financial statements as of and for the fiscal year ended September 30, 2023, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

 

During the fiscal year ended September 30, 2023 through June 4, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended September 30, 2023 through June 4, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified operating losses as disclosed in the Company’s Annual Report.

 

The Company provided BF Borgers with a copy of the disclosure made herein in response to Item 304(a) of Regulation S-K. As contemplated by the SEC’s Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC on May 13, 2024, in lieu of including a letter from BF Borgers stating whether it agrees with the Item 304 disclosures, the Company notes that BF Borgers is not currently permitted to appear or practice before the SEC.

 

  2) New Independent Registered Public Accounting Firm

 

On June 4, 2024, the Company engaged Mercurius & Associates LLP (“MAS”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended September 30, 2023 and 2022 and any subsequent interim periods through the date hereof prior to the engagement of MAS, neither the Company, nor someone on its behalf, has consulted MAS regarding:

 

  (i) either: 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 either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm 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 paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

 

 

 

 

 

 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.

 

 

 

  WELSIS CORP.
     
Date: June 6, 2024 By: /s/ Kwok Boon Kit
    Name: Kwok Boon Kit
    Title: CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

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Cover
Jun. 04, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 04, 2024
Entity File Number 333-261614
Entity Registrant Name Welsis Corp.
Entity Central Index Key 0001887912
Entity Tax Identification Number 98-1620699
Entity Incorporation, State or Country Code WY
Entity Address, Address Line One 701 E Cathedral Rd.
Entity Address, Address Line Two Ste 45 PMB 405
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19128
City Area Code 212
Local Phone Number 552-8991
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common
Trading Symbol N/A
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period true
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