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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

 

November 4, 2024

Date of Report (Date of earliest event reported)

 

SUNSTOCK, INC.

(Exact name of registrant as specified in its charter)

 

000-54830

(Commission File Number)

 

Delaware   46-1856372
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)
     
111 Vista Creek Circle, Sacramento, CA   95835
(Address of principal executive offices)   (Zip Code)

 

916-860-9622

(Registrant’s telephone number, including area code)

 

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   None   None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   SSOK   None

 

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 (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))

 

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On October 31, 2024, the Board of Directors of Sunstock, Inc. (“Sunstock”) approved the engagement of TAAD, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024, effective immediately.

 

On September 6, 2024, the audit practice of Fruci & Associates II, PLLC (“Fruci”) notified Sunstock, Inc. (“Sunstock”) that Sunstock no longer fit in with the future direction of Fruci’s practice and, therefore, that Sunstock should seek another audit firm.

 

The Report of Independent Registered Public Accounting Firm of Fruci regarding the Company’s financial statements for the year ended December 31, 2023 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 such audit report did include an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

During the year ended December 31, 2023 and during the interim period from the end of the most recently completed year through September 6, 2024, the date of resignation, there were no disagreements with Fruci 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 Fruci, would have caused Fruci to make reference to such disagreement in its report.

 

The Company provided Fruci with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Fruci furnish the Company with a letter addressed to the SEC 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, dated November 1, 2024, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit No.   Description
     
16.1   Letter from Fruci & Associates II, PLLC dated November 1, 2024 regarding change in independent registered public accounting firm
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  SUNSTOCK, INC.
     
Date: November 4, 2024 By: /s/ Jason C. Chang
  Name:  Jason C. Chang
  Title: President, Chief Financial Officer
    (Principal Executive and Accounting Officer)

 

 

 

 

 

Exhibit 16.1

 

November 1, 2024

 

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Dear Ladies and Gentlemen:

 

We have read the statements made by Sunstock, Inc. (the Company), which were provided to us and which we understand will be filed with the Commission in a report on Form 8-K pursuant to Item 4.01 of Regulation S-K, regarding the change in its certifying accountant. We agree with the statements concerning our firm in such Current Report on Form 8-K. We have no basis to agree or disagree with other statements made under Item 4.01.

 

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

 

Sincerely,

 

/s/ Fruci & Associates II, PLLC  

 

 

 

 

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Entity File Number 000-54830
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Title of 12(b) Security Common Stock
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