Form 8-K - Current report

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): April 27, 2023

 

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

(Exact name of registrant as specified in its charter)

  

Nevada	000-52365	20-4395271
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

   

PO Box 24075 Westbrook PO, S1610-37th Street S.W., Calgary, Alberta	T3C 3W2
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant's telephone number, including area code [phone]

 

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))

 

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.☐

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Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant

 

(a) Resignation of Independent Registered Public Accounting Firm.

On April 27, 2023, Pinnacle Accountancy Group of Utah (“Pinnacle”) resigned as the Registrant’s independent principal accountant to audit the Registrant’s financial statements. Neither of Pinnacle’s audit reports for the past two years contained an adverse opinion, disclaimer of opinion or qualification concerning the Registrant’s financial statements. There have been no disagreements with Pinnacle during the Company’s two most recent fiscal years and any subsequent interim period through the date of termination on April 27, 2023.

 

Pursuant to Item 304(a)(3) of Regulation S-K, the Registrant provided Pinnacle with a copy of this Form 8-K, and requested Pinnacle to provide a letter addressed to the Commission whether it agrees with the Registrant’s disclosures. The letter received from Pinnacle is included as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm.
 

On August 2, 2023, the Registrant retained the firm of GreenGrowth CPAs (“GGCPA”) to serve as its principal independent accountant. At no time during the past two fiscal years or any subsequent period prior to August 2, 2023 did the Registrant consult with GGCPA regarding any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K, any "reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K, or the type of audit opinion that might be rendered for the Registrant.

Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits 

Exhibit No.		Document		Location
16.1		Letter of Pinnacle Accountancy Group of Utah, dated August 4, 2023.		Filed herewith

 

 

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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.

 

	PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
Date: August 4, 2023	/s/ Tom Zapatinas
	Name: Tom Zapatinas
	Title:  President/Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 16.1    

 

August 4, 2023

 

Securities and Exchange Commission (the “Commission”)

100 F Street, NE

Washington, DC 20549  

 

Dear Ladies and Gentleman:  

 

We are the former independent registered public accounting firm for Preaxia Health Care Payment Systems, Inc. (the “Company”). We have read the statements made by the Company, which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 Changes in Registrant’s Certifying Accountant of its current report on Form 8-K (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.   We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.  

 

Sincerely,  

/s/ Pinnacle Accountancy Group of Utah  

PINNACLE ACCOUNTANCY GROUP OF UTAH

Farmington, UT

 

 

 

 

 

 

 

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Cover	Apr. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 27, 2023
Entity File Number	000-52365
Entity Registrant Name	PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
Entity Central Index Key	0001350156
Entity Tax Identification Number	20-4395271
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	PO Box 24075 Westbrook PO,
Entity Address, Address Line Two	S1610-37th Street S.W.,
Entity Address, City or Town	Calgary
Entity Address, State or Province	AB
Entity Address, Postal Zip Code	T3C 3W2
City Area Code	403
Local Phone Number	850-4120
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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