SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 14th, 2012
Commission File Number: 333-152002
DAULTON CAPITAL CORP
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
(IRS Employer Identification Number)
Level 13- 40 Creek St
Brisbane QLD Australia 4000,
(Address of principal offices)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
Item 4.01 - Changes in Registrant's Certifying Accountant
Daulton Capital Corp (the “Company”) has replaced
John Kinross-Kennedy (the “Former Accounting Firm”) as its independent registered public accounting firm, effective
as of December 14th, 2012, and has engaged, Salberg & Company, P.A., 2295 NW Corporate Blvd., Suite 240, Boca Raton,
FL 33431-7328 (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the
First Quarter of the fiscal year ending April 30th, 2013. As described in Item 4.01(a) below, the change
in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
Item 4. 01(a) Previous Independent
Information Required by Item 304(a)(1) of Regulation S-K under
the Securities Exchange Act of 1934, as amended (“Regulation S-K”).
(i) On December 14th, 2012, the
Company replaced the Former Accounting Firm as its independent registered public accounting firm effective on that date.
(ii) The report of the Former Accounting
Firm of the Company's financial statements as of and for the years ended April 30th, 2012 and 2011, did not contain
an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The reports of the Former Accounting
Firm on the Company’s financial statements as of and for the years ended April 30th, 2012 and 2011 contained an
explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern
as the Company has incurred net losses since inception and existing uncertain conditions which the Company faces relative to its
obtaining capital in the equity markets.
(iv) The Company’s Board made the
decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent
accountants at a Board of Director’s meeting on December 13th, 2012.
(v) During the two most recent fiscal years
and through April 30th, 2012, there (i) have been no disagreements with the Former Accounting Firm 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 the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the
subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events
of the kind in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that the Former Accounting Firm furnish
it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement.
The Former Accounting Firm has furnished its letter stating that it agreed with the statements made herein. Said letter is attached
hereto as Exhibit 1.
Item 4.01(b) New Independent
On December 17th, 2012,
The Board accepted the appointment of and engaged Salberg & Company, P.A (the “New
Accounting Firm”) as our independent registered public accounting firm for the year ending April 30th, 2013. The
Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved
the same on December 17th, 2012.
The Company has not consulted with Salberg & Company PA
during our two most recent fiscal years or during any subsequent interim period prior to its appointment as the new Independent
Registered Pubic Accounting Firm regarding either (i) 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 neither a written report
was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either
the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event
(within the meaning of Item 304(a)(1)(v) of Regulation S-K).
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.
||DAULTON CAPITAL CORP|
||/s/ BRIAN SMITH|