Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Amended and Restated Form 10-Q for the Three Months Ended September 30, 2022

The Board of Directors of Tego Cyber Inc. (the "Company") determined on March 16, 2023, following consultations with our independent auditor, Borgers CPA PC ("Borgers"), that our previously issued unaudited financial statements for the three months ended September 30, 2022, filed on November 21, 2022 ("Original Filing"), should be restated and no longer be relied upon. The Company filed the Original Filing without the consent of Borgers and subsequently discovered an error relating to the accounting treatment of the Company's promissory notes and corresponding disclosures in the financial statement for the three months ended September 30, 2022. Consequently, the consolidated financial statements for the period ended September 30, 2022, filed with the Original Filing should no longer be relied upon.

Amended and Restated Form 10-Q/A (Amendment No. 1) for the Three Months Ended September 30, 2022

Additionally, the Board of Directors of the Company determined on March 16, 2023, following consultations with our independent auditor, Borgers, that the Company's previously issued Form 10-Q/A (Amendment No. 1) for the three months ended September 30, 2022, filed on February 24, 2023, should no longer be relied upon. Borgers was not provided and did not approve the Amendment No. 1 as Form 10-Q/A (Amendment No. 1). Borgers had been provided a Form 10-Q and was not made aware of the previous filing. Consequently, the consolidated financial statements for the period ended September 30, 2022, filed with Amendment No. 1 should no longer be relied upon.

The Company is amending its quarterly report for the three months ended September 30, 2022, on Form 10-Q/A (Amendment No. 2) to be filed as soon as reasonably practicable. The impact of the restatement on the Company's unaudited financial statements for the three months ended September 30, 2022 are detailed below:





                                        As Originally       Restatement
                                          Reported           Adjustment       As Restated
Condensed Consolidated Balance Sheet
Notes payable                          $             -     $      342,702     $    342,702
Convertible debt                               336,767           (336,767 )              -
Additional paid in capital                   5,687,572             10,369        5,697,941
Accumulated deficit                         (5,466,414 )           (4,434 )     (5,470,848 )

Condensed Consolidated Statement of
Operations
General & administration                       255,145            625,367          880,512
Share based compensation                       625,367           (625,367 )              -
Interest on issuance of debts                  196,767           (196,767 )              -
Accretion expense                                    -            192,332          192,332

The abovementioned amendments shall be reflected in Form 10-Q/A Amendment No. 2 in Part I - Item 1. Financial Statements (Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Operations), Notes 4 and 10 of the Notes to the Condensed Consolidated Financial Statements for the period ended September 30, 2022, and Part I - Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation. The Company's Board and authorized officers have discussed the matters disclosed in this Current Report on Form 8-K with Borgers, its registered independent accountant.

No other changes have been made to the Original Filing and Amendment No. 1. Amendment No. 2 does not reflect events that have occurred after the filing of Amendment No. 1 (or modify or update the disclosures presented therein, except to reflect the amendments described above).






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