Form 8-K - Current report

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): October 18, 2023

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 October 18, 2023, the Board of Directors of Medicale Corp. (the “Company”) was informed that Gries & Associates, LLC (“Gries & Associates”) had sold its business to GreenGrowth CPAs (“GreenGrowth”) and subsequently approved the dismissal of Gries & Associates, LLC (“Gries & Associates”) as the Company’s independent registered public accounting firm, effective immediately.

Gries & Associates’s reports on the Company’s financial statements as of June 30, 2023 contained 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 was substantial doubt about the Company’s ability to continue as a going concern.

In connection with the audits of the Company's consolidated financial statements in the interim period through June 30, 2023, there were no disagreements with Gries & Associates on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Gries & Associates, would have caused Gries & Associates to 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) in the subsequent interim period through June 30, 2023.

In accordance with Item 304(a)(3) of Regulation S-K, on October 18, 2023, the Company provided Gries & Associates with a copy of the foregoing disclosures and requested that Gries & Associates provide a letter addressed to the SEC stating whether it agrees with such disclosures. A copy of Gries & Associates’s letter dated October 23, 2023 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On October 23, 2023, the Board of Directors of the Company approved the appointment of GreenGrowth as the Company’s new independent registered public accounting firm for the fiscal year ending September 30, 2023. During the Company’s interim period through June 30, 2023, neither the Company nor anyone acting on its behalf consulted with Gries & Associates with 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 Gries & Associates to the Company that Gries & Associates concluded 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 Gries & Associates, LLC, dated October 23, 2023
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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 8, 2023	By:	/s/ Chen Zu De
	Name:	Chen Zu De
	Title:	Chief Executive Officer Chief Financial Officer

Exhibit 16.1

Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street Ste 1100

Denver, Colorado 80246

October 23, 2023

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

We were previously contracted as the auditors of Medicale Corp. (the Company) and issued reviews of their financial statements for the interim period ending June 30, 2023. On October 18, 2023, we were dismissed. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated October 23, 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

October 23, 2023

Cover	Oct. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2023
Entity File Number	333-250025
Entity Registrant Name	MEDICALE CORP.
Entity Central Index Key	0001827855
Entity Tax Identification Number	98-1556944
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9314 Forest Hill Blvd
Entity Address, Address Line Two	#929
Entity Address, City or Town	Wellington
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33411
City Area Code	(407)
Local Phone Number	245-7339
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true