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): ~~March~~December 2524, ~~2020~~2019

BIOELIFE CORP.

(Exact name of registrant as specified in its charter)


Nevada	333-144944	98-0514250
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

	12340 Seal Beach Blvd. Suite B-190 Seal Beach, CA 90740
	(Address of principal executive offices)
	(702) 866-2500
	(Registrant’s Telephone Number)

U.S. Lithium Corp.

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

. Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 84.01. ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

On March 4, 2020 and March 25, 2020, the U.S. Securities and Exchange Commission (the “Commission”) issued orders under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the “Order”). The ~~Order~~Resignation ~~provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements~~ of ~~Exchange~~PLS Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.CPA

~~BioELife~~ On ~~Corp.~~December 24, ~~formerly~~2019, U.S. Lithium Corp. (now BioELife Corp.), (the “~~Company~~Registrant”) iswas ~~furnishing~~informed ~~this~~by ~~Current~~PLS ~~Report~~CPA, onA ~~Form~~Professional ~~8-K~~corp. to(“PLS ~~indicate~~CPA”) ~~its~~that ~~reliance~~it onwould ~~the~~resign ~~Order~~as ~~in connection with~~ the ~~Company~~Registrant’s ~~Annual~~independent ~~Report~~registered onpublic ~~Form~~accounting ~~10-K~~firm. ~~for~~PLS CPA was the ~~year~~independent ~~ended~~registered ~~December~~public ~~31,~~accounting ~~2019~~firm aswhich aaudited ~~result~~the ofRegistrant’s annual financial statements for the ~~circumstances~~years ~~set~~ended ~~forth~~December ~~below~~31, 2014 through 2018.

The ~~Company’s~~audit ~~headquarters~~report ~~and~~by aPLS ~~significant~~CPA ~~portion~~on ~~of its business operations are located in areas of~~ the ~~United~~Company’s ~~States~~financial ~~currently~~statements ~~on “lock-down” orders or “shelter in place” recommendations~~ for the ~~national~~years ~~health~~ended ~~crisis~~December 31, ~~including~~2014 ~~key~~through ~~personnel~~2018 ~~responsible~~contained ~~for~~no ~~assisting~~adverse ~~the~~opinion ~~Company~~or indisclaimer ~~the development~~ of ~~its~~opinion, ~~financial~~nor ~~statements.~~were Asthey aqualified ~~result~~or ofmodified ~~the~~as ~~travel~~to ~~and~~uncertainty, ~~work~~audit ~~restrictions~~scope ~~stemming~~or ~~from~~accounting ~~the~~principle, ~~COVID-19~~except ~~pandemic,~~that the ~~Company~~audit isreports ~~unable~~on tothe ~~obtain~~ financial ~~records~~statements ~~that~~of ~~it needs to permit~~ the Company ~~to file a timely and accurate Annual Report on Form 10-K~~ for ~~its~~those ~~year ended~~fiscal ~~December~~years ~~31,~~contained ~~2019 by~~uncertainty about the ~~prescribed~~company's ~~date~~ability ~~without~~to ~~undue~~continue ~~hardship~~as ~~and~~a ~~expense~~going ~~to the Company~~concern.

~~SIGNATURES~~During the years ended December 31, 2014 through 2018 there were no disagreements with our former Independent registered public accounting firm, PLS CPA, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of the disagreement in connection with its report.

~~Pursuant~~The toRegistrant ~~the~~provided ~~requirements~~PLS CPA with a copy of its proposed Form 8-K disclosure and requested that PLS CPA furnish it with a letter addressed to the U.S. Securities and Exchange ~~Act~~Commission ofstating ~~1934~~whether it agreed with the statements therein, and if not, stating the ~~registrant~~respects ~~has~~in ~~duly~~which ~~caused~~it ~~this~~does ~~report~~not toagree. beA ~~signed~~copy onof ~~its~~the ~~behalf~~letter byfrom PLS CPA addressed to the ~~undersigned~~Securities ~~thereunto~~and ~~duly~~Exchange ~~authorized~~Commission dated March 29, 2020 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Date: March 26, 2020	U.S. Lithium Corp.
	By: /s/ Gregory Rotelli
	Gregory Rotelli
	President & CEO
		Other Events.

The Engagement of Sadler Gibbs

On January 24, 2020, the Registrant engaged Sadler Gibbs, CPAs, as its independent registered public accounting firm. The Registrant’s Board of Directors participated in and approved and ratified the engagement of Sadler Gibbs on January 24, 2020.

Prior to January 24, 2020, the date that Sadler Gibbs was retained as the principal independent accountants of the Registrant:

(1) The Registrant did not consult Sadler Gibbs regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Registrant’s financial statements;

(2) Neither a written report nor oral advice was provided to the Registrant by Sadler Gibbs that they concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; and

(3) The Registrant did not consult Sadler Gibbs regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth 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 of PLS CPA, dated March 29, 2020 to the Securities and Exchange Commission

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 thereunto duly authorized.



Date: March 31, 2020	U.S. Lithium Corp.

	By: /s/ Gregory Rotelli
	Gregory Rotelli
	President & CEO
		Other Events.

Filing Compare · U.S. Lithium Corp.