PFHO 8-K
Pacific Health Care Organization Inc (PFHO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| | ||||
| (Exact name of registrant as specified in its charter) | ||||
| | | | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
|
| ||||
| (Address of principal executive offices) | ||||
| | ||||
| (Zip code) | ||||
| | ||||
| (Registrant’s telephone number, including area code) | ||||
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| | |
|
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, indicated 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.
(a) Resignation of independent registered public accounting firm
On December 19, 2023, Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) (“Pinnacle”), the independent registered public accounting firm for Pacific Health Care Organization, Inc. (the “Company”), resigned from its role as the Company’s independent registered public accounting firm in connection with Pinnacle’s sale of a portion of the SEC reporting part of its accounting practice. The Board of Directors of the Company (the “Board”) did not take part in Pinnacle’s decision to resign.
The reports of Pinnacle on the Company’s financial statements as of and for the two most recent fiscal years ended December 31, 2022 and December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through Pinnacle’s resignation, there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and Pinnacle 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 Pinnacle, would have caused Pinnacle to make reference to the subject matter of the disagreements in connection with its reports on financial statements of the Company for such years. During this same period, there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).
The Company has provided Pinnacle with a copy of the foregoing disclosures under Item 4.01 on Form 8-K prior to filing it with the U.S. Securities and Exchange Commission (“SEC”) and has requested that Pinnacle furnish to the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in this Item 4.01 on Form 8-K. A copy of Pinnacle’s letter, dated December 22, 2023, is attached as Exhibit 16.1 to this report on Form 8-K.
(b) Engagement of new independent registered public accounting firm
The Company has engaged GreenGrowth CPAs Inc. (“GreenGrowth”) as the independent registered public accounting firm for the Company, effective December 20, 2023. The Board of Directors of the Company approved the engagement of GreenGrowth. During the Company’s two most recent fiscal years (ended December 31, 2022 and December 31, 2021) and the subsequent interim period prior to the engagement of GreenGrowth, neither the Company, nor anyone on the Company’s behalf consulted with GreenGrowth regarding either: (1) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description |
|
|
16.1 |
||
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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.
|
PACIFIC HEALTH CARE ORGANIZATION, INC. |
|||
|
Date: December 22, 2023 |
By: |
/s/Tom Kubota |
|
|
Tom Kubota |
|||
|
Chief Executive Officer |
|||
Exhibit 16.1
December 22, 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 Pacific Health Care Organization, 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