UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 23, 2023
Adamas One Corp.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-41560 | | 83-1833607 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
17767 N. Perimeter Dr., Ste. B115
Scottsdale, AZ 85255
(Address of principal executive offices)
(480) 356-8798
(Registrant’s telephone number, including area code)
(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 (17 CFR 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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | JEWL | | The Nasdaq Stock Market LLC |
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. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On May 23, 2023, the Board of Directors of Adamas One Corp. (the “Company” or “Registrant”) received a notice of resignation from Semple, Marchal & Cooper, LLP (the “Former Accountant”) as the Registrant’s independent registered public accounting firm. On October 31, 2023, the Board of Directors approved the engagement of Turner, Stone & Company, L.L.P. (the “New Accountant”) to serve as the Registrant’s independent registered public accounting firm. The New Accountant was engaged on October 31, 2023.
The Former Accountant's reports on the financial statements of the Company for the years ended September 30, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding the Company’s ability to continue as a going concern.
During the period of the Former Accountant’s engagement and through May 23, 2023, there have been no disagreements with the Former Accountant (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused them to make reference thereto in their report on financial statements for any period.
During the period of the Former Accountant’s engagement and through May 23, 2023, there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
The Registrant requested that the Former Accountant furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 hereto.
During the period of the Former Accountant’s engagement and through October 31, 2023, neither the Registrant nor anyone on its behalf has consulted with the New Accountant regarding either:
| | • | The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or |
| | • | Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively. |
ITEM 8.01. OTHER EVENTS
On September 29, 2023, the Company issued a press release announcing the engagement of Adeptus Partners, LLC (“Adeptus”) as the Company’s independent registered public accounting firm. Adeptus was never engaged as the Company’s independent registered public accounting firm.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | | Description of Exhibit |
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.
| | ADAMAS ONE CORP. |
| | | |
| Dated: November 6, 2023 | By: | /s/ John G. Grdina |
| | Name: Title: | John G. Grdina President and Chief Executive Officer |
