Current Report Filing (8-k)

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): September 27, 2022

TEGO CYBER INC.

(Exact name of registrant as specified in its charter)

Nevada		000-56370		84-2678167
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification ID No.)

8565 South Eastern Avenue, Suite 150

Las Vegas, Nevada 89123

(Address of principal executive offices)(Zip Code)

(855) 939-0100

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligations 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 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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. ☐

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 and Nine Months Ended March 31, 2022

On September 26, 2022, the management of Tego Cyber Inc. (the “Company”) in consultation with BF Borgers (“Borgers”), the Company’s new independent registered public accounting firm, concluded that the Company’s previously issued unaudited financial statements for the three and nine months ended March 31, 2022 should be restated and no longer be relied upon. In connection with preparing the Company’s audited financial statements for the year ended June 30, 2022, the Company discovered and an error relating to the accounting treatment of the Company’s non-qualified stock options which were granted during the three months ended March 31, 2022. The shared based compensation expense recorded in that period was calculated on the assumption that the first tranche of the non-qualified stock options had vested. This was not the case as the first tranche of the non-qualified stock options do not vest until January 1, 2023, therefore there was to be no share based compensation expense for the three month period ended March 31, 2022. Accordingly, the Company intends to restate the aforementioned financial statements by amending its quarterly reports on Form 10-Q for the quarter ended March 31, 2022 as soon as reasonably practicable. The Company expects to file an amended quarterly report on or before September 28, 2022 (the “Amendment”).

The impact of this restatement on the Company’s unaudited financial statements for the three and nine months ended March 31, 2022 will be a reduction to the additional paid in capital of $386,449, a reduction to the accumulated deficit of $386,499, a reduction to the share based compensation expense of $386,499 and a reduction to the loss from operations of $386,449.

No other changes have been made to the original filings. The Amendment to the respective filing does not reflect events that have occurred after the original filing of the Form 10-Q or modify or update the disclosures presented therein, except to reflect the amendments described above.

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.