SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 13, 2024
Quality Industrial Corp.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-56239 | | 35-2675388 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
315 Montgomery Street
San Francisco, CA | | 94104 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800)-706-0806
(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 (17CFR 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 |
| Common stock par value $0.001 | | QIND | | OTC Markets, PINK |
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.
SECTION 4- MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant’s Certifying Accountant.
Appointment of New Independent Registered Public Accounting Firm
On August 19, 2024, Quality Industrial Corp. (the “Company”) engaged Bush and Associates CPA (the “New Accountant”) as its independent registered public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.
Resignation of Independent Registered Public Accounting Firm
On August 13, 2024, Quality Industrial Corp. (the “Company”) was notified by Pipara & Co LLP (“Pipara”) of its decision to resign as the Company’s independent registered accounting firm, effective as of such date.
The reports of Pipara on the Company’s financial statements for the two most recently completed fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Pipara’s audit report on the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and 2022 included an explanatory paragraph contained an uncertainty about the Company’s ability to continue as a going concern.
During the Company’s two most recently completed fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the audit review date as of March 31, 2023, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with Pipara on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Pipara would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the Company’s two most recently completed fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the audit review date as of March 31, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), other than as disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended December 31, 2023, where the Company’s management, our principal executive officer and principal financial officer determined that the Company’s internal controls over financial reporting concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by the report.
The Company provided Pipara with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Pipara furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Pipara has been filed as Exhibit 16.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
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.
| Quality Industrial Corp. | |
| | |
| /s/ John-Paul Backwell | |
| John-Paul Backwell | |
| CEO | |
| | |
| Date: August 23, 2024 | |
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