Current Report Filing (8-k)
August 17 2022 - 2:41PM
Edgar (US Regulatory)
0001563463
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0001563463
2022-08-02
2022-08-02
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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): August 2, 2022
| NUTRALIFE
BIOSCIENCES, INC. |
| (Exact
name of registrant as specified in its charter) |
| Florida |
|
000-55144 |
|
46-1482900 |
| (State
or Other Jurisdiction of Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
6601
Lyons Road, Suite L-6, Coconut Creek, FL 33073
(Address
of Principal Executive Office) (Zip Code)
(888)
509-8901
(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 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 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 checkmark 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.
Effective
February 1, 2022, NutraLife BioSciences, Inc.’s (the “Company”) independent registered public accounting firm, Rotenberg
Meril Solomon Bertiger & Guttilla, P.C. Certified Public Accountants (“Rotenberg”), combined with Marcum LLP. Rotenberg
continued to operate as an independent registered public accounting firm as a wholly owned subsidiary of Marcum LLP.
Rotenberg
continued to serve as the Company’s independent registered public accounting firm through August 2, 2022. Rotenberg’s transition
into Marcum has progressed and Rotenberg has formally resigned on August 2, 2022, as the Company’s independent registered public
accounting firm and the services previously provided by Rotenberg will now be provided by Marcum LLP. On August 2, 2022, the Board of
Directors of the Company approved the engagement of Marcum LLP to serve as the independent registered public accounting firm of the Company
for the year ending December 31, 2022.
Rotenberg’s
reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 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, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern.
Furthermore, during the Company’s two most recent fiscal years and through August 2, 2022, there have been no disagreements with
Rotenberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to Rotenberg’s satisfaction, would have caused Rotenberg to make reference to the subject matter of the disagreement
in connection with its reports on the Company’s consolidated financial statements for such periods.
For
the fiscal years ended December 31, 2021 and 2020 and through August 2, 2022, there were no “reportable events” as that term
is described in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Rotenberg with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission
(the “Commission”), and requested that Rotenberg 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. Rotenberg’s letter to
the Commission is attached hereto as Exhibit 16.1.
During
the fiscal years ended December 31, 2021 and 2020 and through August 2, 2022, the Company did not consult Marcum LLP with respect to
any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company’s consolidated financial statements; or (iii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v)
of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
NUTRALIFE
BIOSCIENCES, INC. |
| |
|
|
| Date:
August 17, 2022 |
By: |
/s/
Edgar Ward |
| |
|
Edgar
Ward
Chief
Executive Officer |
NutraLife Biosciences (CE) (USOTC:NLBS)
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