Jacksam : Change in Certifying Accountants - Form 8-K

jksm_8k.htm

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): November 25, 2022 (November 22, 2022)

JACKSAM CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 033-33263

Nevada		46-3566284
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
4440 Von Karman Avenue, Suite 220 Newport Beach, CA		92660
(Address of principal executive offices)		(Zip code)

Registrant's telephone number including area code[phone]

NA

(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	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	JKSM

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

On November 22, 2022, the Board of Directors of Jacksam Corporation ("Company") received a formal notice of resignation from its independent auditors, L&L CPAs, PA ("L&L"), effective as of such date, due to L&L will not continue to offer public company audit services.

The report of L&L on the Company's financial statements as of December 31, 2021 and 2020 did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph relating to the Company's ability to continue as a going concern. During the Company's two most recent fiscal years ended December 31, 2021 and 2020, and through November 22, 2022, the date of L&L's resignation, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with L&L on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of L&L, would have caused L&L to make reference to the matter in its report on the financial statements for such year.

The Company provided L&L a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission ("SEC") and requested that L&L furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 4.01. A copy of L&L's letter, dated November 25, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

The Company is actively engaging new independent registered public accounting firms.

Item 9.01 Financial Statements and Exhibits

EXHIBITS

Exhibit No.		Exhibit
16.1		Letter from L&L CPAS, PA to the Securities and Exchange Commission, dated November 25, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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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.

	JACKSAM CORPORATION
Dated: November 25, 2022	By:	/s/ Mark Adams
	Name:	Mark Adams
	Title:	Chief Executive Officer

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