Zerify Inc (ZRFY)

[dukeb]

Well then...either Mark is lying or the company has once again run afoul of its reporting obligations as an SEC reporting company.

When changing accountants, a US reporting company faces disclosure requirements and may face other risks and complications, especially if the change in accountant causes a delay in filing required periodic reports under the Securities Exchange Act of 1934 (Exchange Act). Specifically, a company changing its accountant must file one or more current reports on Form 8-K with the SEC. These reports must include information responsive to:

?? Item 4.01(a) of Form 8-K, which requires disclosure about any resignation or dismissal of the company's accountant.

?? Item 4.01(b) of Form 8-K, which requires disclosure about the appointment of a new accountant.

Additional disclosure is required under Item 4.02 of Form 8-K if management or the company's accountant has determined that the company's previously filed annual or interim financial statements may no longer be relied on.

In addition to these Form 8-K disclosure requirements, if the change in accountant causes the company to miss SEC filing deadlines for any annual report on Form 10-K, any quarterly report on Form 10-Q or any combination of Form 10-K and Form 10-Q filings, the company must file a notification of late filing on Form 12b-25 to disclose and explain each late filing. The late filing of a Form 10-K or Form 10-Q may result in:

?? Limitations on a company's use of Form S-3, Form S-4 or Form S-8 registration statements.

?? Impermissibly stale information under Exchange Act Rule 15c2-11 and under Rule 144 and Rule 144A under the Securities Act of 1933
(Securities Act).

?? Non-compliance with the listing standards of the securities exchange or exchanges on which the company's securities are listed.

?? Defaults under the company's debt securities and other instruments and agreements.

Because the dismissal or resignation of a company's accountant may cause confusion or concern in the market, the company should also be prepared to handle questions from its investors and creditors. The discussions in this Note apply only to US reporting companies. Foreign issuers may be subject to different or conflicting requirements under federal securities law and SEC rules and regulations.

REQUIRED SEC DISCLOSURE ON FORM 8-K
Any US reporting company facing a change in accountant must file a Form 8-K with the SEC within four business days of the accountant's:
?? Resignation.
?? Refusal to stand for re-appointment.
?? Dismissal.