Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 09 2024 - 5:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Section 13(a)-16 or 15(d)-16 of the Securities Exchange Act of 1934
Date
of Report: May 9, 2024
JUPITER
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Republic
of the Marshall Islands |
|
333-41552 |
|
Not
Applicable |
(Jurisdiction
of Incorporation
or
Organization) |
|
(Commission
File
Number) |
|
(Translation
of Registrant’s
name into English) |
Rua
Vereador João Alves Praes, No. 95-A
Olhos
D´Água, Minas Gerais, Brazil, 39398-000
(Address
of principal executive offices, including zip code)
Marc
Fogassa
Rua
Vereador João Alves Praes, No. 95-A
Olhos
D’Água, Minas Gerais, Brazil, 39398-000
Telephone:+55-31-3956-1109
Email:
marc.fogassa@jupitergoldcorp.com
(Name,
Telephone, E-mail and/or Facsimile number and Address, of Company Contact Person)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Securities
registered or to be registered pursuant to Section 12(b) of the Act: None
Securities
registered or to be registered pursuant to Section 12(g) of the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Common
Stock, par value $0.001 per share
(Title
of Class)
Changes
in Registrant’s Certifying Accountant
Dismissal
of BF Borgers CPA PC (“Borgers”) as Independent Registered Public Accountant
On
May 3, 2024, the Securities and Exchange Commission (the “Commission”) entered an order instituting settled administrative
and cease-and-desist proceedings against Borgers and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers
and Borgers (collectively, “BF Borgers”) from appearing or practicing before the Commission as an accountant (the “Order”).
As a result of the Order, BF Borgers may no longer serve as independent registered public accounting firm for Jupiter Gold Corporation
(the “Company”), nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect
to audit reports.
In
light of the Order, the Board of Directors of the Company on May 9, 2024, unanimously approved to dismiss and dismissed BF Borgers
as the Company’s independent registered public accounting firm.
BF
Borgers’ reports on the financial statements of the Company as of and for the fiscal years ended December 31, 2023 and December
31, 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During
the fiscal years ended December 31, 2023 and December 31, 2022, and through May 9, 2024 (the date of BF Borgers’ dismissal), there
were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which if not resolved to BF Borgers’ satisfaction would have caused it to make reference thereto in connection
with its reports on the financial statements for such year. During the fiscal years ended December 31, 2023, and December 31, 2022, and
through May 9, 2024, there were no events of the type described in 16F(a)(1)(v) of Form 20-F.
In
the May 3, 2024 “Staff Statement on the Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order Against BF Borgers
CPA PC,” the Commission advised registrants that they may indicate in their Commission filing that their prior auditor is no longer
permitted to appear or practice before the Commission, in lieu of including a letter from BF Borgers stating whether it agrees with our
disclosures under Item 16F(a)(3) of Form 20-F. In light of the Order and the staff statement, we are not requesting BF
Borgers to furnish the Company with such letter.
The
Company is in the process of engaging a new independent auditing firm. At such time as a new independent auditing firm is formally engaged,
the Company will file a Form 6-K disclosing such appointment.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
JUPITER
GOLD CORPORATION |
|
|
|
Dated:
May 9, 2024 |
By: |
/s/
Marc Fogassa |
|
Name: |
Marc
Fogassa |
|
Title: |
Chief
Executive Officer |
Jupiter Gold (QB) (USOTC:JUPGF)
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