8-K

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

Date of Report (Date of earliest event reported): November 18, 2023

KeyStarCorp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (866) 783-9435

(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:

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

Item4.01 Changes in Registrant’s Certifying Accountant.

(b) New Independent Accountant

On November 18, 2023, the Chairman of the Board of Directors of KeyStar Corp., a Nevada corporation (the “Company,” “us” or “our”), approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as our new independent registered public accounting firm, effective immediately. Grassi will audit the balance sheet of the Company as of June 30, 2023 and 2022, and the related statements of operations, comprehensive income, stockholders’ equity, cash flows, and the related notes (collectively referred to as the “financial statements”) for each of the years in the two-year period ended June 30, 2023. Based on Grassi’s audit, Grassi will issue a written report on the financial statements and schedules supporting such financial statements, all of which are to be included in our annual report (Form 10-K) to be filed by us under the Securities Exchange Act of 1934. Grassi will also conduct review engagements on our quarterly financial statements on an ongoing basis thereafter.

During our two most recent fiscal years, and the subsequent interim period through November 18, 2023, neither the Company nor anyone on our behalf consulted with Grassi with respect to: (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 financial statements, and neither a written report was provided to us nor oral advice was provided that Grassi concluded was an important factor considered by us 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 the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S¬K).

Item9.01 Financial Statements and Exhibits

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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.

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