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): November 19, 2013
CODESMART HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Florida
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333-180653
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45-4523372
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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275 Seventh Avenue, 7th Floor
New York, NY 10001
(Address of Principal Executive Offices)
646-248-8550
(Registrant’s telephone number)
(former name or former address, if changed since last report)
Registrant’s telephone number, including area code
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
Item 4.02 Subsection (b):
On November 18, 2013, management of CodeSmart Holdings, Inc. (the “Company”) was informed by KBL, LLP, the Company’s independent registered public accounting firm (the “Auditors”) that Statements of Operations, Equity Section of the Balance Sheets and the related footnotes of the previously issued interim unaudited financial statements contained in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2013 (“Second Quarter 10-Q”), contain an error in the valuation of certain stock-based compensation and therefore should no longer be relied upon. Management has discussed the foregoing with the Auditors and the Auditors required the Company to file an amendment to the Second Quarter 10-Q to correct such error before filing the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2013 (“Third Quarter 10-Q”).
Item 4.02 Subsection (a):
On November 19, 2013, the Board of Directors of the Company concluded, based on the recommendation of management on November 18, 2013, that Statements of Operations, Equity Section of the Balance Sheets and the related footnotes of the previously issued interim unaudited financial statements contained in the Company’s Second Quarter 10-Q shall not be relied upon because certain shares of the Company’s common stock (“Common Stock”) that were issued to the Company’s employees and consultants for obtaining their services should be valued at $0.80 per share rather than at par value. The Board of Directors authorized the Company and its officers to take necessary steps to amend and restate the financial statements in the Second Quarter 10-Q to correct this error.
Management has discussed this matter with the Auditors on November 18, 2013. The Company intends to file no later than November 22, 2013 its amended quarterly report on Form 10-Q/A for the quarter ended June 30, 2013 to reflect the correct valuation of the stock-based compensation, immediately followed by the filing of its Third Quarter 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 19, 2013
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CodeSmart Holdings, Inc.
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By:
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/s/ Ira Shapiro
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Name: Ira Shapiro
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Title: Chief Executive Officer
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