UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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).
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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 2 – Financial Information
| Item 2.02 | Results of Operations and Financial Condition. |
The information set forth under Item 4.02 is incorporated into this Item 2.02 by reference.
Section 4 – Matters Related to Accountants and Financial Statements
In preparation of the first quarter 2023 financial statements, management recognized potential errors in prior-period accounting. After reviewing the accounting records, management determined that two main errors occurred in the reported 2022 financial records.
The first error management found was that raw materials inventory was overstated; therefore, the restated balance sheet dated November 30, 2022 shows a reduction in inventory.
The second error was realized while reviewing the accounting records related to cost of sales. Management determined that certain inputs used to estimate percent complete for in-progress projects were also incorrect and certain expenses were erroneously classified in the fiscal year ended November 30, 2022. After correcting these errors, the amount of revenue was reduced, contract liabilities increased, and certain expenses and cost of sales were revised for the year ended November 30, 2022.
Management has been assessing their internal controls and working to improve the design and implementation of those internal controls in an effort to prevent such misstatements from occurring in the future.
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On March 3, 2023, we filed a Current Report on a First Amended Form 8-K/A, including in Exhibit 9.01 thereto the audited Balance Sheets of Renewable Innovations, Inc., a business acquired by the issuer, as of November 30, 2022 and 2021, and the related Statements of Operations, Statements of Stockholders’ Equity (Deficit), and Statements of Cash Flows for the years then ended, as well as Notes to the Financial Statements. We also included in Exhibit 9.01 thereto an unaudited Pro-Forma Condensed Combined Balance Sheet as of November 30, 2022, unaudited Pro-Forma Condensed Combined Statements of Operations for the year ended November 30, 2022, as well as Notes to the unaudited Pro-Forma Condensed Combined Financial Statements. Collectively, these are referred to as the “Renewable Innovations Financial Statements”.
On March 8, 2023, we filed an Annual Report on Form 10-K, including in Item 15(a)(1) thereto the audited Balance Sheets of Renewable Innovations, Inc., a business acquired by the issuer, as of November 30, 2022 and 2021, and the related Statements of Operations, Statements of Stockholders’ Equity (Deficit), and Statements of Cash Flows for the years then ended, as well as Notes to the Financial Statements. We also included in Item 15(c) thereto the Management’s Discussion and Analysis of Financial Condition and Results of Operations for Renewable Innovations, Inc. for the years ended November 30, 2022 and 2021 (the “Renewable Innovations MD&A”).
On May 25, 2023, our Board of Directors concluded that the Renewable Innovations Financial Statements for the year ended November 30, 2022 should no longer be relied upon due to errors, as described above. We intend to file a Second Amended Form 8-K/A, and a First Amended Form 10-K/A, including restated Renewable Innovations, Inc. Financial Statements and an updated Renewable Innovations MD&A as soon as reasonably practicable. The Board of Directors has discussed this approach and the matters disclosed in this Form 8-K with our auditors.
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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.
| Renewable Innovations, Inc. | ||
| Dated: May 31, 2023 | /s/ Robert L. Mount | |
| By: | Robert L. Mount | |
| Its: | Chief Executive Officer | |
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