Current Report Filing (8-k)
November 14 2022 - 6:12AM
Edgar (US Regulatory)
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2022-10-13
2022-10-13
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
_____________________
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): October 13, 2022
SmartMetric,
Inc. |
(Exact
name of registrant as specified in its charter) |
000-54853 Nevada |
|
05-0543557 |
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
|
|
|
3960
Howard Hughes Parkway,
Suite 500, Las Vegas |
|
89109 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(702)
990-3687
(Registrant’s
telephone number, including area code)
___________________________________________________
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the F4orm 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 CFR240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 |
None |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
(a)
Dismissal of Registrant’s Certifying Accountant. On October 13, 2022 (the “Dismissal Date”), the Board of
Directors of SmartMetric, Inc. (the “Company”) dismissed Boyle CPA, LLC (“Boyle”) as the Company’s independent
registered public accounting firm and informed Boyle of such decision on the same date.
The
report of Boyle on the audited consolidated financial statements of the Company for the fiscal year ended June 30, 2021 (the last fiscal
year for which Boyle issued a report on the Company’s financial statements), 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, other than an explanatory paragraph
relating to the Company’s ability to continue as a going concern.
During
the fiscal years ended June 30, 2022 and 2021, as well as during the subsequent interim periods preceding the Dismissal Date, there were
no (1) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Boyle
with respect to any matter relating to accounting principles or practices, financial statement disclosures, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Boyle, would have caused it to make reference thereto in its reports on
the audited consolidated financial statements of the Company for such years; or (2) “reportable events” (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except the material weaknesses reported in Part II, Item
9A “Controls and Procedures” in the Company’s Annual Reports on Form 10-K for the years ended June 30, 2022, and 2021.
The
Company has provided Boyle with a copy of this Current Report on Form 8-K, in accordance with Item 304(a)(3) of Regulation S-K and requested
that Boyle provide the Company with a letter addressed to the SEC stating whether or not Boyle agrees with the above disclosures. A copy
of Boyle’s letter to the SEC dated November 11, 2022, is attached hereto as Exhibit 16.1.
(b)
Appointment of New Certifying Accountant. On October 13, 2022 (the “Engagement Date”), the Company’s Board
of Directors approved the selection and engagement of Victor Mokuolu, CPA PLLC (“Mokuolu”) as the Company’s new independent
registered public accounting firm. During the years ended June 30, 2022 and 2021, and the subsequent interim periods through the Engagement
Date, neither the Company, nor anyone on its behalf, consulted Mokuolu regarding any of the matters or events set forth in Items 304(a)(2)(i)
or (ii) 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.
|
SMARTMETRIC,
INC. |
|
|
|
Date:
November 14, 2022 |
By: |
/s/
Chaya Hendrick |
|
|
Chaya
Hendrick
Chief
Executive Officer |
SmartMetric (PK) (USOTC:SMME)
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