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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
5, 2023
Cryomass Technologies Inc
(Exact name of registrant as specified in its charter)
Nevada |
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000-56155 |
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82-5051728 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
incorporation) |
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Identification No.) |
1001 Bannock St Suite 612, Denver CO |
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80204 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code 303-416-7208
(Andina Gold Corp.)
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 |
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Trading Symbol |
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Name of each Exchange on which Registered |
None |
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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 Registrant’s Certifying
Accountant
On December 5, 2023, Cryomass Technologies Inc
(‘Company”) received formal notice that the Company’s independent auditors, Macias Gini & O’Connell LLP (“MGO”)
had made the decision to resign as Company’s independent accountants effective December 5, 2023. On December 6, 2023, the Board
of Directors voted unanimously to accept the resignation.
MGO served as the Company’s auditor since
April 3, 2023, without ever reporting on the financial statements of the Company
Since MGO’s appointment on April 3, 2023,
and though the date of resignation, December 5, 2023, there have been no disagreements with MGO on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction
of MGO, would have caused them to make reference thereto in their report on the financial statements.
During the entire period of time MGO acted as
independent auditors for the Company there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company’s financial statements for the
quarters ending June 30, 2023, and September 30, 2023, included in the Company’s Quarterly Reports on Form 10-Q for the quarters
ending June 30, 2023 and September 30, 2023, respectively, did not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principle. The reports included an explanatory paragraph regarding
the Company’s ability to continue as a going concern.
We have provided MGO a copy of the disclosure
made in response to this Item 4.01 and have requested that MGO provide a letter addressed to the Securities & Exchange Commission
confirming their agreement with the disclosure contained herein.
Item 9.01. Financial Statements and Exhibits.
NOTE REGARDING FORWARD LOOKING STATEMENTS
Any statements in this Current Report on Form
8-K or any exhibit hereto about future expectations, plans, and prospects for the Company, including statements about Company’s
future expectations, beliefs, goals, plans, or prospects, constitute “forward-looking statements” within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. In some cases you can identify forward-looking statements because they
contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “target,” “will,” “would,”
or similar expressions and the negatives of those terms.
These forward-looking statements involve risks,
uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed or suggested by
the forward-looking statements. If any of these risks or uncertainties materialize, or if any of Company’s assumptions prove incorrect,
its actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and
uncertainties include risks associated with: Company’s ability to achieve or maintain profitability, and to effectively manage its
anticipated growth; and the risks described in the other filings Company makes with the Securities and Exchange Commission from time to
time, including the risks described under the heading “Risk Factors” in Company’s Annual Report on Form 10-K for the
year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q, and which should be read in conjunction with its financial
results and forward-looking statements. All forward-looking statements in this Current Report on Form 8-K or any exhibit hereto are based
on information available to Company as of the date hereof, and it does not assume any obligation to update the forward-looking statements
provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
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.
Cryomass Technologies Inc
/s/ Christian Noël |
|
Christian Noël |
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CEO |
|
|
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Date: December 7, 2023 |
|
2
Exhibit 16.1
December 7, 2023
U.S. Securities and Exchange Commission
100 F Street,
NE
Washington, DC 20549
Dear Ladies
and Gentlemen:
We are the
former independent registered public accounting firm for CRYM (the “Company”). We have read the Company’s disclosure
set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form
8-K dated December 7, 2023 (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar
as it pertains to our firm.
Sincerely,
/s/ Macias Gini & O’Connell LLP
Macias Gini & O’Connell LLP
111 Pacifica, Suite 300
Irvine, CA 92618 |
www.mgocpa.com |
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