8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 30, 2023

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P2 SOLAR, INC.
(Exact name of registrant as specified in its charter)
Delaware	333-91190	98-0234680
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State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification Number)
13718 91 Avenue, Surrey, British Columbia, Canada	V3V 7X1
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(778) 321-0047

_______________________________________________

(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 (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: None

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered

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

None

(Title of class)

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 11, 2023, P2 Solar Inc. (the “Company”) was informed that Gries & Associates, LLC (“Gries”) had sold its business to GreenGrowth CPAs (“GreenGrowth”). The board of directors of the Company, acting as the audit committee, approved the decision to change the Company’s independent accountants to GreenGrowth.

On October 30, 2023, the Company engaged and executed an agreement with GreenGrowth, as the Company’s new independent accountant to replace Gries.

Former Independent Registered Public Accounting Firm

The reports of Gries regarding the Company’s financial statements for the fiscal years ended March 31, 2023 and 2022, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), 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 to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended March 31, 2023 and 2022, and through November 6, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Gries 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 Gries would have caused Gries to make reference thereto in connection with its report.

During the fiscal years ended March 31, 2023 and 2022, and through November 8, 2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company’s internal control over financial reporting.

The Company has provided Gries with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission. The Company requested Gries to furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statements in response to Item 304(a) of Regulation S-K. A copy of Gries’ letter dated November 9, 2023 is filed as Exhibit 16.1 to this Form 8-K.

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New Independent Registered Public Accounting Firm

During the Company’s fiscal years ended March 31, 2023 and 2022, and through November 8, 2023, neither the Company nor anyone on the Company’s behalf consulted with GreenGrowth regarding any of the following:

(i) 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 nor oral advice was provided to the Company that GreenGrowth concluded was an important factor considered by the Company in reaching a decision as to any 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 the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.	Description
16.1	Letter from Gries & Associates, LLC
99.1	News Release Announcing Change of Independent Registered Public Accounting Firm

* 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.

	P2 SOLAR, INC.
Date: November 15, 2023	/S/ Raj-Mohinder Singh Gurm
	Raj-Mohinder S. Gurm, Chief Executive Officer (Principal Executive Officer)
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ptos_ex161.htm EXHIBIT 16.1

Gries & Associates, LLC<br> <br>**** Certified Public Accountants<br> <br>501 S. Cherry Street Ste 1100<br> <br>Denver, Colorado 80246

November 10, 2023

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

We were previously contracted as the auditors of P2 Solar, Inc. (the Company) and issued financial statements for the years ended March 31, 2023 and 2022,, and the subsequent reviews for the fiscal year 2024. On October 11 2023, we resigned. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated November 10, 2023, and we have no basis to agree or disagree with other statements of the Company in the filing.

Very truly yours,

Denver, Colorado

PCAOB # 6778

November 10, 2023

blaze@griesandassociates.com<br> <br><br> <br>501 S. Cherry Street Suite 1100, Denver, Colorado 80246<br> <br>(O)720-464-2875 (M)773-255-5631 (F)720-222-5846

ptos_ex991.htm EXHIBIT 99.1

P2 Solar Announces Change in Independent Registered Public Accounting Firm

SURREY, BRITISH COLUMBIA -- 11/13/2023 -- P2 Solar, Inc. (the "Company" or “P2”) (OTCPK: PTOS) announces a change in its Independent Registered Public Accounting Firm.

Change in Independent Registered Public Accounting Firm

As of October 11, 2023, the Company was informed of the sale of Gries & Associates (“Gries”), the Company’s former independent accountant, to GreenGrowth CPAs (“GreenGrowth”). Following the transaction, the board of directors, serving in the capacity of the audit committee, has approved the engagement of GreenGrowth as the new independent accountant to audit and certify the Company’s financial statements.

Effective October 30, 2023, the Company has formally engaged GreenGrowth through a signed agreement, marking the beginning of GreenGrowth's tenure as the Company's new independent accountant.

Previous Accountant’s Reports and Relations

Gries’s audit reports for the Company’s fiscal years ending March 31, 2023, and 2022, contained no adverse opinion or disclaimer and were not subject to any qualifications regarding audit scope or accounting principles. However, Gries's reports did raise substantial doubt about the Company’s ability to continue as a going concern.

The Company confirms that there were no disagreements with Gries on any accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if unresolved, would have warranted a reference in Gries’s reports on the Company’s financial statements for the mentioned periods.

Notably, discussions were held with Gries concerning the ongoing material weaknesses in the Company’s internal control over financial reporting. Despite these challenges, no other reportable events as per Regulation S-K have been identified through November 13, 2023.

In compliance with SEC regulations, the Company provided Gries with a copy of the Form 8-K prior to its filing with the U.S. Securities and Exchange Commission and  Gries furnished a letter to the SEC, concurring with the statements made herein, which will be filed as Exhibit 16.1 with the Form 8-K.

Engagement of New Independent Registered Public Accounting Firm

During the consultation with GreenGrowth prior to their engagement, the Company did not seek advice or receive any written or oral report from GreenGrowth that was considered an important factor in any decision regarding accounting, auditing or financial reporting issues. There were no disagreements or reportable events involving GreenGrowth during the consultation period.

In compliance with SEC regulations, the Company provided GreenGrowth with a copy of the Form 8-K prior to its filing with the U.S. Securities and Exchange Commission.

General

For detailed information, please refer to the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission. A copy of this material will also be filed on SEDAR+ as a material change report.

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About P2 Solar, Inc.

P2 Solar, Inc., is incorporated in the State of Delaware with its head office in British Columbia. The Company’s business operations are focused on the installation of residential and commercial rooftop and ground mount solar energy systems in Canada. The Company is an emerging stage company with limited sales and operations.

Company Contact:

Raj-Mohinder Gurm

CEO & President

778-321-0047

P2 Solar, Inc.

info@p2solar.com

www.p2solar.com

Safe Harbor Statement

Statements made in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Risk factors that could cause actual results to differ materially from those projected in forward-looking statements include, but are not limited to, general business conditions, managing growth, and political and other business risks. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks and other factors detailed in P2 Solar, Inc.'s reports filed with the Securities and Exchange Commission. P2 Solar, Inc. undertakes no duty to update these forward-looking statements.

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