KARX 8-K
Karbon-X Corp. (KARX)
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
August 10, 2021
Date of Report (Date of earliest event reported)
| COCOLUV INC. |
| (Exact name of registrant as specified in its charter) |
NEVADA
(State or other jurisdiction of incorporation or organization)
333-227066
(Commission File Number)
82-2882342
(I.R.S. Employer Identification Number)
1390 Main Street, Suite 200, San Francisco, CA, 97204
Country Code: (1) Telephone Number: (800) 294-8513
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Unless otherwise provided in this Current Report on Form 8-K, all references to "we," "us," "our," or the "Company" refer to the Registrant, CoColuv, Inc.
Item 4.01 Changes in Registrant's Certifying Accountant.
Item 4.01(a) Resignation of Independent Accountant.
Effective July 12, 2021, our current auditors PLS CPA, A Professional Corporation the Company's Board of Directors (the "Board") determined to terminate its engagement letter with PLS CPA, A Professional Corporation and accept the resignation of PLS CPA, A Professional Corporation its independent registered public accounting firm effective immediately.
During the period ended May 31, 2020 (the "Review Period"), there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with PLS CPA, A Professional Corporation on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PLS CPA, A Professional Corporation, would have caused PLS CPA, A Professional Corporation. to make reference on the subject matter of the disagreements in its reports. None of PLS CPA, A Professional Corporation audit reports for the period ended May 31, 2020 contained an adverse opinion or disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope, or accounting principles, except to indicate that there was substantial doubt about the Company's ability to continue as a going concern.
During the year ended May 31, 2020, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided PLS CPA, A Professional Corporation with a copy of this Form 8-K, and has requested that PLS CPA, A Professional Corporation furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter is filed with this Form 8-K.
Item 4.01(b) Engagement of New Independent Accountant.
On July 15, 2021, upon the recommendation of the Company's Board, the Company engaged Michael Gillespie & Associates, PLLC. (“MGAP”), as its new independent registered public accounting firm effective immediately. MGA will audit the Company's financial statements for the fiscal year ending May 31, 2021 and will conduct reviews of the Company's unaudited quarterly financial statements required prior to the audit and report and then on an ongoing basis thereafter.
During the Review Period, neither the Company nor anyone on its behalf consulted with MGAP with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that MGAP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (2) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the 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.
| Exhibit No. |
| Description |
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| 2 |
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.
| CoColuv, Inc. | |||
| Date: August 10, 2021 | By: | /s/ Reymund Guillermo | |
| Reymund Guillermo | |||
| President/Principal Executive Officer | |||
| 3 |
EXHIBIT 16.1
PLS CPA, A PROFESSIONAL CORP.
♦ 4725MERCURY STREET #210 ♦ SAN DIEGO ♦ CALIFORNIA 92111 ♦
♦ TELEPHONE (858)722-5953 ♦ FAX (858) 858-761-0341 ♦ FAX (858) 433-2979
| ♦ E-MAIL [email protected] ♦ |
August 10, 2021
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-7561
Re: Cocoluv Inc.
Dear Madame or Sir
On July 12, 2021 our appointment as auditor for Cocoluv Inc., ceased. We have read the statements under Item 4.01 of the Current Report on Form 8-K to be filed with the Securities and Exchange Commission on August 10, 2021 regarding the change of auditors and agree with such statements, insofar as they apply to us.
Very truly yours,
/s/ PLS CPA
PLS CPA, A Professional Corp.
San Diego, CA 92111