UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(dD) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~February~~October 161, ~~2023~~2025

~~Qualis~~Family Office ~~Innovations~~of America, Inc.

(Exact Name ~~name~~ of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

333-260982		84-2488498
Nevada
(Commission File Number)		(IRS Employer Identification Number)
(State or Other Jurisdiction of Incorporation)
6898 S. University Blvd., Suite 100, Centennial, CO		80122
333-260982	84-2488498
(Address of Principal Executive Offices)		(Zip Code)
(Commission File Number)	(IRS Employer Identification No.)

6898 S. University Blvd., Suite 100, Centennial, CO	80122
(Address of Principal Executive Offices)	(Zip Code)

(484) 483-2134

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 (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 ~~CFR240~~CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 ~~CFR240~~CFR 240.13e-4(c))

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered ~~None~~N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On ~~February~~or 16about October 1, ~~2023~~2025, ~~Qualis~~Family ~~Innovations~~Office of America, Inc. (the “Company,” ~~“we,” “our”~~) ~~retained~~entered ~~Victor~~into ~~Mokuolu, CPA~~an ~~PLLC~~Asset Purchase Agreement (the “~~VMCPA~~Asset Purchase Agreement”), aswith ~~our~~Toone ~~new~~& ~~independent~~Associates, ~~registered~~LLP ~~public~~to ~~accounting~~purchase ~~firm.~~(the ~~The~~“Acquisition”) its ~~appointment~~accounting ofservice ~~VMCPA~~assets ~~was~~for ~~approved~~a bypurchase ~~the Board~~price of ~~Directors~~$1,500,000, ofpayable ~~the~~$750,000 ~~Company.~~at Asclosing, a$450,000 ~~result~~on ofOctober ~~our~~1, ~~engagement~~2026, ofand ~~VMCPA~~$300, 000 on ~~April~~May 41, ~~2023~~2027, weand ~~dismissed~~subject ~~Kreit~~to &downward ~~Chiu~~adjustment ~~CPA~~based ~~LLP~~on ~~(formerly Paris,~~revenues ~~Kreit~~and &EBITDA ~~Chiu~~generated ~~CPA~~from ~~LLP)~~the ~~(“K&C”)~~purchased asassets ~~our~~during ~~independent~~the ~~registered~~twelve months ~~public~~following ~~accounting firm~~closing.

~~During~~On ~~the~~or ~~two~~about ~~most~~October ~~recent fiscal years prior to such date (December 31~~3, ~~2022 and 2021)~~2025, ~~and through~~ the ~~date~~Company ofclosed dismissal, there were no disagreements with K&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the ~~satisfaction of K&C~~Purchase, ~~would~~paying ~~have caused K&C to make reference to~~ the ~~subject~~initial ~~matter~~required ofportion ~~the disagreement in its report. There have been no reportable events as provided in Item 304(a)(1)(v)~~ of ~~Regulation S-K up to and including~~ the ~~dismissal~~purchase ~~of K&C, except that such reports contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern~~price.

~~K&C~~Item ~~did~~2.01 ~~not~~Completion ~~audit the Company’s financial statements for the fiscal year ending December 31, 2022, and its report on the consolidated financial statements~~ of ~~the~~Acquisition ~~Company as, at, and for the fiscal years ended December 31, 2021 and 2020, did not contain any adverse opinion~~ or ~~disclaimer~~Disposition of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concernAssets. ~~There were and are no limitations placed on K&C concerning the inquiry of any matter related to the Company’s financial reporting.~~

OnThe ~~July 11, 2024, the Company provided K&C with a copy of the foregoing~~ disclosure ~~and~~in ~~requested~~Item ~~that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein~~1.01 ~~A copy of the letter from K&C dated July 15, 2024,~~ is ~~attached~~incorporated ~~hereto~~by asreference ~~Exhibit~~into ~~16.1 to~~ this ~~Form~~Item ~~8-K~~2.01.

During the Company’s two fiscal years ending December 31, 2022 and 2021, and the subsequent interim period preceding our engagement of VMCPA, we had not previously consulted with VMCPA with respect to either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written or oral advice was given to the Company by VMCPA that VMCPA concluded was an important factor considered by the Company in reaching its decision as to the accounting, auditing, or financial reporting issue; or (b) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from K&C dated July 15, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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~~thereunto duly authorized.

	QUALIS INNOVATIONS, INC.
	Family Office of America, Inc.
Dated: July 15, 2024
Date: October 7, 2025	By:	/s/ Patrick Adams
	By:	/s/ Patrick Adams
		Patrick Adams
		Acting Chief Executive Officer

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