SECURITIES AND EXCHANGE COMMISSION

Washington, DC 29549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act 0f 1934

Date of report (Date of earliest event reported): ~~October~~May 123, ~~2023~~2024

YO-HEALTH, INC.

(Exact Name of the Registrant as Specified in its Charter)

Nevada	333-222631	85-3135038
(State or Other Jurisdiction of	(Commission File No.)	(IRS Employer
Incorporation or Organization)		Identification No.)

7551 Shelby Street, 3rd Floor, Indianapolis, IN 46227

(Address of Principal Executive Office and Zip Code)

(614) 327-7630

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐		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))

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. ☐

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
Common Stock, $.0001 par value per share		N/A

~~Item~~Section 4~~.02~~ ~~Non-Reliance~~– Matters ~~on Previously Issued Financial Statements or a~~ Related ~~Audit~~to ~~Report~~Accountants orand ~~Completed~~Financial ~~Interim Review.~~Statements

OnItem May 1, 2023, the Company’s accounting staff notified management that they had concluded that the Company’s previously issued audited financial statements for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023 (non-Reliance Period), should no longer be relied upon and should be restated4.01 ~~This~~Changes ~~restatement was necessary~~ in ~~order to correct various errors related to the Company~~Registrant’s ~~acquisition~~Certifying of 7K Farms. These errors arose due to lack of oversight and supervision of the 7K Farms bookkeeper, and due to errors made by the Company’s outside CPA firm in recording acquisition entries. The net impact of these errors was an understatement of our net loss for the year ended December 31, 2022, of $290,327.Accountant

~~Subsequent~~(a) The tofinancial ~~May~~statements 1,of ~~2023,~~Yo-Health Inc. (the “Company”), ~~has~~for ~~filed~~the ~~two~~fiscal ~~restatements~~years onended ~~Form~~December ~~10-K/A1~~31, 2023 and ~~10-K/A2~~2022, onwere ~~June~~audited 12by BF Borgers CPA, ~~2023~~PC ~~and~~(“Borgers”). ~~October~~On ~~02,~~May ~~2023~~3, ~~respectively~~2024, tothe ~~address~~Securities ~~these~~and ~~errors.~~Exchange ~~With~~Commission (the ~~filing~~“SEC”) ofannounced ~~Form~~that ~~10-K/A2~~it ~~the~~had ~~Company~~settled ~~believes~~charges against Borgers that it ~~has~~failed ~~fully~~to ~~addressed~~conduct audits in accordance with the ~~errors~~standards ~~and~~of ~~that~~the Public Company Accounting Oversight Board (the ~~restated~~“PCAOB”). ~~December~~As 31part of the settlement, ~~2022~~Borgers ~~financial~~agreed ~~statements~~to ~~can~~a ~~now~~permanent beban ~~relied~~on ~~upon~~appearing byor ~~investors~~practicing before the SEC. As a result of Borgers’ settlement with the SEC, the Company has dismissed Borgers as its independent accountant.

Borgers’ reports on the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles other than a going concern qualifiction.

During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through May 3, 2024, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, with Borgers 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 Borgers, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same period, there were no reportable events that existed within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

The Company provided Borgers with the disclosures under this Item 4.01(a), and requested Borgers to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. Borgers’ letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

None

Exhibit No.		Description
16.1		Letter from Borgers
104		Cover Page Interactive Data File (formatted in Inline XBRL).

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., this 6th day of May, 2024.

YO-HEALTH, INC. By: /s/ Peter Thawnghmung Name: Peter Thawnghmung Title: CEO ~~By: /s/ Vilayphone Thawngmung Name: Vilayphone Thawngmung Title: Secretary/Treasurer~~

Filing Compare · Yo-Health Inc.