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): November 27, 2013

 

NOVATION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

001-33090

 

46-1420443

(State or other jurisdiction of incorporation)

 

 (Commission

 File Number)

 

 (IRS Employer

Identification No.)

 

 

 

 

 

1800 NW Corporate Boulevard, Suite 201

Boca Raton, FL 33431

321.452.9091

(Address and telephone number of Registrant's principal

executive offices and principal place of business)


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 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))





FORWARD-LOOKING STATEMENTS


This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled Description of Business, Risk Factors, and Managements Discussion and Analysis of Financial Condition and Results of Operation. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including anticipates, believes, can, continue, could, estimates, expects, intends, may, plans, potential, predicts, should, or will or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Risk Factors or elsewhere in this Current Report on Form 8-K, which may cause our or our industrys actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.


We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs.  These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading Risk Factors and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference.  The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K by reference, and the consolidated financial statements and notes thereto included in our annual and quarterly reports.  We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.  In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.


You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K.  Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled Risk Factors and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price.  Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.


In this Current Report on Form 8-K, references to we, our, us, Novation Holdings, Inc., NOHO, Registrant or the Company refer to Novation Holdings, Inc., a Florida corporation.


Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrants Certifying Accountant.


On December 6, 2013, the Board of Directors of Registrant adopted resolutions by unanimous written consent appointing Anton & Chia, LP of Newport Beach, CA as Registrants independent accounting firm, effective immediately, and by letter dated April 22, 2013, terminated the former auditors, L.L. Bradford & Company, LLC, of Las Vegas, NV.  




In accordance with Item 304(a)(1) of Regulation S-K of the SEC, Registrant  is providing the following information:


1.

The former accountant, L.L. Bradford & Company, LLC, was notified that it would be dismissed as the Companys certifying accountants by letter dated immediately.


2.

The former principal accountant did not report on the financial Statements of the Company for the last two fiscal years ending August 31, 2012 and 2011, did not provide an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope, or accounting principles.


3.

The decision to change accountants and to dismiss L.L. Bradford & Company, LLC was recommended and approved by the Board of Directors of the Company.


4.

During the two most recent fiscal years and any subsequent interim period preceding such dismissal, there were no disagreements with the former accountants, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountants satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report, and no such disagreements have ever been communicated to the Company.


5.

There were no events as described in Item 304(a)(1)(v) of Regulation SK that occurred within the two prior fiscal years of the Registrant ending August 31, 2012 and 2011 or any subsequent interim period.


(b).  Engagement of New Independent Registered Accounting Firm.  On November 27, 2013, the Registrant engaged Anton & Chia, LP (Anton & Chia) as its certifying accountants to audit its financial statements for the fiscal year ended August 31, 2013 and to review its interim financial statements for the fiscal year ending August 31, 2014.  Anton & Chia is an independent registered accounting firm with the Public Company Accounting Oversight Board.


During the two most recent fiscal years and any subsequent interim period preceding such engagement, the Registrant has not consulted Anton & Chia regarding either:


1.

The application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrants financial statements, and no written or oral advice was provided that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing       or financial reporting issue; or


2.

Any matter that was the subject of a disagreement (as described in Item 304(a)(i)(iv) of Regulation SK or a reportable event (as described in Item 304(a)(1)(v) of regulation SK.




Although no items of disagreement as defined in paragraph (a)(1)(iv) of Item 3.04 of Regulation S-K exist or have been raised by the former accountants, the Registrant has provided a copy of this report and the disclosures it is making in response to Item 3.04(a) to the former accountants and requested the former accountants to furnish a letter addressed to the Commission within ten business days stating whether it agrees with the statements made in this report by Registrant, and, if not, stating the respects in which it does not agree.  A copy of the former accountants letter responding to that request will be attached as Exhibit 16 to an amendment to this report.  


The Registrant requested Anton & Chia to review the disclosures contained herein prior to the filing of this report, and has provided them with the opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrants expression of its views, or the respects in which it does agree with the statements made by the Registrant in response to Item 304(a) of Regulation SK set forth above.  No such letter has been or will be provided.


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.

 

 

NOVATION HOLDINGS, INC.

 

 

 


 

Date: December 11, 2013

By:

/s/  Michael Gelmon

 

 

 

Michael Gelmon

 

 

 

Chairman