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EX-16.1 - EX-16.1 - Soul & Vibe Interactive Inc.v335265_ex16-1.htm



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): February 14, 2013

 

SOUL AND VIBE INTERACTIVE INC.

 

(Exact Name of Registrant as Specified in Charter)

 

Nevada   333-173056   38-3829642

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer Identification No.)

         

1660 South Hwy 100

Suite 500

St. Louis Park MN

      55416
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: 877-262-5154

 

 

 

Copies to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

 

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))

 

 
 

 

ITEM 4.01        CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Effective February 13, 2013, Soul and Vibe Interactive Inc. (the “Company”) dismissed M&K CPAS, PLLC (“M&K”) from serving as the Company’s independent registered public accounting firm. As of February 13, 2013, the Company engaged HJ & Associates, LLC (“HJ&A”) as its new independent accountants. The Company’s board of directors, which acts as its audit committee, recommended that the Company change audit firms and made the decision to engage HJ&A.

 

The reports of M&K on the financial statements of the Company from inception on January 5, 2011 through February 28, 2011 and for the fiscal year ended February 29, 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits of the period ended February 28, 2011 and the fiscal year ended February 29, 2012 and reviews of the Company’s financial statements through the date hereof, there were no disagreements with M&K 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 M&K, would have caused them to make reference thereto in their report on the financial statements for such years.

 

The Company has furnished to M&K the statements made in this Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is M&K’s letter to the Securities and Exchange Commission, dated February 14, 2013 regarding these statements.

 

Since inception on January 5, 2011, the Company has not consulted with HJ&A on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, in each case where a written report was provided or oral advice was provided that HJ&A concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)           Exhibits

 

The exhibits listed in the following Exhibit Index are filed as part of this report.

 

16.Letter, dated February 14, 2013, from M&K CPAS, PLLC to the Securities and Exchange Commission, regarding the change in the independent registered public accounting firm of the Company.

 

 

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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.

 

 

 

  SOUL AND VIBE INTERACTIVE INC.
   
   
   
Date: February 14, 2013 By:  /s/ Peter Anthony Chiodo
    Peter Anthony Chiodo
Chief Executive Officer and President

 

 

 

 

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