Current Report Filing (8-k)
04 November 2022 - 12:28AM
Edgar (US Regulatory)
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2022-10-28
2022-10-28
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 28, 2022
BALANCE
LABS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
333-202959 |
|
47-1146785 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
407
Lincoln Road, Suite 701
Miami
Beach, Florida 33139
(Address
of Principal Executive Offices)
(305)
907-7600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
☐ |
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: |
Common
Stock, par value $0.0001 per shares |
|
BLNC |
|
OTC
Markets Group |
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
October 28, 2022, Liggett & Webb P.A. (“Liggett”) resigned as the independent auditors of Balance Labs, Inc., a company
incorporated under the laws of the State of Delaware (the “Company”). The Company’s board accepted Liggett’s
termination on October 31, 2022.
The
reports of Liggett on the financial statements of the Company as of and for the fiscal years ended December 31, 2021 and 2020 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 the reports of Liggett for the years ended December 31, 2021 and 2020 contained an explanatory paragraph which
noted that there was substantial doubt as to the Company’s ability to continue as a going concern because the Company has
experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its
operations. .
During
the Company’s most recent fiscal years and the subsequent interim period through October 28, 2022, there were no disagreements
with Liggett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Liggett, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. During the Company’s most recent fiscal years and the subsequent interim period
through October 28, 2022, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Liggett with a copy of the foregoing disclosure and requested Liggett to furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter furnished
by Liggett is filed as Exhibit 16.1 to this Form 8-K.
On
October 31, 2022, the Board approved the engagement of Assurance Dimensions (“Assurance”) as the Company’s new
independent registered public accounting firm for the review of the Company’s quarterly report on Form 10-Q for the period ended
September 30, 2022 and to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2022.
During
the Company’s most recent fiscal years and the subsequent interim period through September 30, 2022, neither the Company nor anyone
on its behalf consulted with Assurance regarding (i) the application of accounting principles to a specified transaction, either completed
or proposed; the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report
nor oral advice was provided that Assurance concluded was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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.
|
BALANCE
LABS, Inc. |
|
|
|
Date:
November 3, 2022 |
By: |
/s/
Michael D. Farkas |
|
Name:
|
Michael
D. Farkas |
|
Title:
|
Chief
Executive Officer |
Balance Labs (PK) (USOTC:BLNC)
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