Current Report Filing (8-k)
13 Janeiro 2022 - 7:13PM
Edgar (US Regulatory)
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2022-01-07
2022-01-07
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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): January 7, 2022
Skinvisible, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-25911
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88-0344219
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(State or other jurisdiction of incorporation)
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(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
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6320 South Sandhill Road Suite 10, Las Vegas, NV
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89120
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 702-433-7154
___________________________________________________
(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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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.
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. [ ]
SECTION 4 - Matters
Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On January 7, 2022, Prager Metis CPAs, LLC (the “Former
Accountant”) declined to stand for reappointment
as our independent registered public accounting firm
and, on January 12, 2022, we engaged Gries and Associates, LLC (the “New Accountant”) as our independent registered public
accounting firm. The engagement of the New Accountant was approved by our Board of Directors.
The Former Accountant’s audit report on our financial statements
for the years ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the
years ended December 31, 2020 and 2019 contained an uncertainty about the Company’s ability to continue as a going concern.
For the years ended December 31, 2020 and 2019, and through the interim
period ended January 7, 2022, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the
Former Accountant 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 the Former Accountant would have caused them to make reference thereto in their
reports on the financial statements for such periods.
For the years ended December 31, 2020 and 2019, and through the interim
period ended January 7, 2022, there were the following “reportable events” (as such term is defined in Item 304 of Regulation
S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended December 31, 2020, the Company’s management
determined that the Company’s internal controls over financial reporting were not effective as of the end of such period.
The Company’s internal controls have not been remediated as of the
date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events for the
years ended December 31, 2020 and 2019, and through the interim period ended January 7, 2022. Our Board of Directors discussed the subject
matter of each reportable event with the Former Accountant. We authorized the Former Accountant to respond fully and without limitation
to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect
to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult with
the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject
of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On January 12, 2022, the Company provided the Former Accountant with its
disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former
Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with
such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
SECTION 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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.
Skinvisible, Inc.
/s/ Terry Howlett
Terry Howlett
Chief Executive Officer
Date: January 13, 2022
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