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~~date of earliest event reported): ~~November~~December 113, 2023

GLACIER WORLDWIDE, INC. (Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Nevada	333-208931	35-2539888
(State or other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
State of Incorporation	Commission File Number	IRS Employer I.D. Number

10390 Santa Monica Boulevard, Los Angeles, California 90025

~~Los~~(Address ~~Angeles,~~of CAPrincipal ~~90025~~Executive Offices)

Registrant’s telephone number: (310) 359-6791

~~(Address~~Check ~~and~~the ~~telephone~~appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code,~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant’s ~~principal~~under ~~executive~~any ~~offices~~of the following provisions (see General Instruction A.2. below):

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: None.

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~1

~~Appointment~~Item of4.01 ~~Kevin~~Changes ~~Kwok~~in ~~as the Company~~Registrant’s ~~Chief~~Certifying ~~Financial Officer~~Accountant

~~Glacier Worldwide, Inc.,~~ (~~the “Company”~~a) ~~and~~Dismissal ~~Kevin Kwok entered into an employment agreement (the “Kwok Employment Agreement”), effective as~~ of ~~November~~Principal ~~1, 2023 (the “Kwok Employment Agreement Effective Date”), pursuant to which Mr. Kwok will serve as Chief Financial Officer of the Company.~~ Accountant

~~Kevin~~On ~~Kwok~~December ~~served~~13, as2023, athe ~~Senior~~Board ~~Manager~~of atDirectors ~~KPMG~~of ~~LLP~~Glacier Worldwide, Inc. (the “~~KPMG~~Company”) ~~from~~voted ~~September~~to ~~2011~~dismiss ~~until~~BF ~~October~~Borgers ~~2023~~CPA PC. ~~During~~(“Borgers”) ~~his~~as ~~tenure~~the atCompany’s ~~KPMG,~~independent Mrregistered public accounting firm. ~~Kwok~~Borgers ~~played~~has abeen ~~pivotal~~notified ~~role~~of inthe ~~leading~~dismissal. ~~engagement~~Borgers ~~teams~~had ~~responsible~~been ~~for~~the ~~auditing~~Company’s independent registered principal accounting firm since 2021 and issued a report on the Company’s financial statements. ~~Mr.~~for ~~Kwok~~the isyears ~~currently~~ended aDecember ~~licensed~~31, ~~Certified~~2022, ~~Public~~December ~~Accountant.~~31, Mr2021 and December 31, 2020. ~~Kwok~~Borger’s ~~graduated~~report ~~with~~on ~~honors~~the inCompany’s ~~2011~~financial ~~with~~statements for the fiscal years ended December 31, 2022 and December 31, 2021, did not contain an adverse opinion or a ~~Bachelor~~disclaimer of ~~Business~~opinion, ~~Administration~~nor ~~degree~~was init ~~Accounting~~qualified ~~and~~or ~~Finance~~modified ~~from~~as ~~Hofstra~~to ~~University.~~audit scope or accounting principles except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

~~Mr.~~During ~~Kwok~~the ~~has~~years noended ~~family~~December ~~relationships~~31, ~~with~~2022 ~~any~~and of2021 and the ~~Company’s~~subsequent ~~directors~~interim orperiods ~~executive~~through ~~officers~~the date of this report, ~~and~~(i) hethe isCompany has not ahad ~~party~~any todisagreements with Borgers on any matter of accounting principles or practices, ~~and~~financial ~~does~~statement ~~not~~disclosure ~~have~~or ~~any~~auditing ~~direct~~scope or ~~indirect~~procedure, ~~material~~which ~~interest~~disagreements, inif not resolved to Borger’s satisfaction, ~~any~~would ~~transaction~~have ~~requiring~~caused ~~disclosure~~them ~~under~~to ~~Item~~make ~~404(a)~~reference ofthereto ~~Regulation~~in ~~S-K.~~their ~~There~~reports ~~are~~on nothe ~~arrangements~~Company’s orfinancial ~~understandings~~statements ~~between~~for ~~Mr.~~such ~~Kwok~~periods, and ~~any~~(ii) ~~other~~there ~~persons~~were ~~pursuant~~no toreportable ~~which~~events, heas ~~was~~defined ~~selected~~in asItem 304(a)(1)(v) ~~director~~of Regulation S-K.

~~Breyon~~The ~~Prescott,~~Company ~~who~~has ~~had~~provided ~~been~~Borgers ~~serving~~with asa ~~the~~copy ~~Company’s~~of ~~Chief~~disclosures ~~Executive~~it ~~Officer~~is ~~and~~making ~~Chief~~in ~~Financial~~this ~~Officer,~~Form ~~resigned~~8-K ~~from~~and ~~the~~requested ~~position~~that ofBorgers ~~Chief~~furnish ~~Financial~~a ~~Officer~~letter ~~effective~~addressed ~~upon~~to the ~~appointment~~Securities ofand ~~Mr.~~Exchange ~~Kwok~~Commission ~~and~~stating ~~continues~~whether toor ~~serve~~not asit agrees with the ~~Company~~statements made herein. A copy of Borger’s ~~sole~~letter ~~director~~dated ~~and~~December ~~Chief~~( ), ~~Executive~~2023 ~~Officer~~is filed as Exhibit 16.1 hereto.

~~Pursuant to the Kwok Employment Agreement, Mr. Kwok will be paid an annual base salary of $165,000, which shall be increased by no less than three~~ (3%b) ~~percent~~Engagement ~~effective April 1, 2025, and continuing each April 1 thereafter during the term~~ of ~~the~~Principal Kwok Employment Agreement (the “Term”). In addition, Mr. Kwok is entitled to receive, subject to his continuing employment with the Company on the applicable date of the bonus payout, an annual target discretionary bonus of up to 20% of his annual base salary, payable at the discretion of the Chief Executive Officer of the Company based upon Mr. Kwok’s achievement of objectives and milestones to be determined on an annual basis by the Chief Executive Officer. Pursuant to the Kwok Employment Agreement, Mr. Kwok is also eligible to receive employee benefits as may be provided from time to time by the Company to its executives generally, and to receive paid time off annually.Accountant

~~Pursuant~~On toDecember ~~the~~13, ~~Kwok Employment Agreement~~2023, ~~Mr.~~the ~~Kwok~~Board isof toDirectors beof ~~granted~~the aCompany ~~stock~~ratified ~~option~~actions ~~providing~~taken ~~Mr.~~by ~~Kwok with~~ the ~~option~~officers ~~to purchase up to 7,000,000 shares~~ of the Company’s to ~~common~~engage ~~stock~~UHY ~~(the~~LLP (“~~Option~~UHY”) ~~pursuant~~as to the Company’s ~~Equity~~independent ~~Incentive~~registered ~~Plan.~~public ~~The~~accounting ~~Option~~firm ~~shall~~for ~~be exercisable at a price of fifty cents ($0.50) per share (~~the ~~price~~year ~~at which shares were most recently sold) for a period~~ ending ~~as of~~ December 3031, 2030; provided that the right to exercise the Option shall vest in equal increments of one million (1,000,000) shares on each April 1 and October 1 occurring during the Term, commencing on April 1, 2024, and terminating on October 1, 20272023.

~~Pursuant~~During tothe two years ended December 31, 2022 and through the ~~Kwok~~date ~~Employment~~of ~~Agreement~~this report, ~~Mr.~~the ~~Kwok~~Company ~~agreed~~did not consult UHY with respect to beany ~~bound~~of by(i) ~~certain~~the ~~confidentiality~~application of accounting principles to a specified transaction, ~~non-compete~~either ~~and~~completed ~~non~~or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-~~solicitation~~K) ~~covenants~~or ~~contained~~an ~~therein~~event of the type described in Item 304(a)(1)(v) of Regulation S-K.

~~The~~Item ~~Kwok~~9.01 ~~Employment~~Financial ~~Agreement~~Statements ~~became effective on the Kwok Employment Agreement Effective Date, contemplates at-will employment,~~ and ~~will continue unless and until the same is terminated by either party~~Exhibits.

~~The~~(d) foregoing description of the Kwok Employment Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.Exhibits:

Exhibit No.		Description

16.1		Letter to Securities and Exchange Commission from BF Borgers CPA PC dated December 15, 2023.

~~Item 9.01. Financial Statements and Exhibits~~2

~~(d) Exhibits.~~SIGNATURES

Exhibit Number		Exhibit
10.1		Kwok Employment Agreement, effective as of November 1, 2023, by and between Kevin Kwok and Glacier Worldwide, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, thereunto duly authorized.

Dated: December 18, 2023

	GLACOER WORLDWIDE, INC.

	By:	/s/ Breyon Prescott
		Breyon Prescott
		President

~~SIGNATURES~~3

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.

	Glacier Worldwide, Inc.
Date: November 6, 2023	By:	/s/ Breyon Prescott
		Name: Breyon Prescott
		Title: Chief Executive Officer

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