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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): December 31, 2024

 

MEDICALE CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   333-250025   98-1556944

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

9314 Forest Hill Blvd #929

Wellington, FL 33411

(Address of Principal Executive Offices)


 

(407) 245-7339

Registrant’s telephone number, including area code

 

N/A

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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(s)   Name of each exchange on which registered
None   N/A   N/A

 

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. Change in Registrant’s Certifying Accountant.

 

(a) Dismissal of Former Independent Registered Public Accounting Firm

 

On December 31, 2024, the Board of Directors of Medicale Corp. (the “Company”) approved the dismissal of GreenGrowth CPAs (“Greengrowth”) as the Company’s independent registered public accounting firm, effective immediately.

 

Greengrowth’s reports on the Company’s financial statements as of and for the year ended September 30, 2023contained no 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 is doubt as to their ability to continue as a going concern

 

In connection with the audits of the Company's consolidated financial statements for the fiscal years ended September 30, 2023, and in the subsequent interim period through June 30, 2024, there were no disagreements with Greengrowthon any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Greengrowth, would have caused Greengrowthto make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the fiscal year ended September 30, 2023, or in the subsequent interim period through June 30, 2024.

  

In accordance with Item 304(a)(3) of Regulation S-K, on December 31, 2024, the Company provided Greengrowthwith a copy of the foregoing disclosures and requested that Greengrowthprovide a letter addressed to the SEC stating whether it agrees with such disclosures. A copy of Greengrowth’sletter dated December 31, 2024is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm

 

On December 31, 2024, the Board of Directors of the Company approved the appointment of Victor Mokuolu, CPA PLLC (“VMCPA”) as the Company’s new independent registered public accounting firm for the fiscal year ending September 30, 2024. During the Company’s two most recent fiscal years September 30, 2022 and 2021, and in the subsequent interim period through May 5, 2023, neither the Company nor anyone acting on its behalf consulted with VMCPAwith respect to either (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 consolidated financial statements of the Company, and no written report or oral advice was provided by VMCPAto the Company that VMCPAconcluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
16.1   Letter from GreenGrowth CPAs, dated December 31, 2024
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

 

 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.

 

  Medicale Corp.  
     
     
Date: December 31, 2024 By: /s/ Chen Zu De                                    
  Name: Chen Zu De  
  Title:

Chief Executive Officer

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 16.1

 

 

 

December 31, 2024

 

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

 

Ladies and Gentlemen:

 

We have read Medicale Corp.’s statements included under Item 4.01 of its Form 8-K dated December 31, 2024. We agree with the statements concerning our Firm under Item 4.01. We are not in a position to agree or disagree with other statements contained therein.

 

Very truly yours,

 

 

 

Green Growth CPAs

 

10250 Constellation Blvd.

 

Los Angeles, CA 90067

 

 

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