Attached files
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| EX-16.1 - LETTER - GILLA INC. | glla_ex161.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 EARLIEST EVENT REPORTED – February 3, 2014
GILLA INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA
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000-28107
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88-0335710
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation)
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File Number)
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Identification Number)
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112 North Curry Street, Carson City, Nevada 89703
(Address of principal executive offices)
(416) 843-2881
(Registrant’s telephone number, including area code)
N/A
(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:
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o
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Written communications pursuant to Rule 425 under the Securities Act
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Effective as of February 3, 2014, Gilla Inc. (the “Company”) dismissed RBSM LLP, the Company’s independent registered public accounting firm. The decision to change the Company’s accountants was approved by the Company’s Board of Directors.
RBSM LLP reported on the Company’s consolidated financial statements for the years ending December 31, 2012 and 2011. For these periods and up to February 3, 2014, there were no disagreements with RBSM LLP on any matter of accounting principle or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of RBSM LLP, would have caused it to make reference thereto in its report on the financial statements for such years. During such years, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The reports of RBSM LLP on the financial statements of the Company for the fiscal years ended December 31, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that these reports reflected that there was doubt as to the Company's ability to continue as a going concern.
The Company provided RBSM LLP a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that RBSM LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 4.01. A copy of RBSM LLP’s letter, dated February 3, 2014, is filed as Exhibit 16.1 to this Form 8-K.
On February 3, 2014, the Company engaged Schwartz Levitsky Feldman LLP (“SLF LLP”) to serve as the Company’s new independent registered public accounting firm. SLF LLP previously served as the independent register public accounting firm of Snoke Distribution Canada Ltd. (“Snoke Distribution”). On November 21, 2012, the Company and Snoke Distribution merged, and Snoke Distribution became a wholly-owned subsidiary of the Company. In connection with such merger, SLF LLP resigned as the independent registered public accounting firm, effective as of December 11, 2012.
During the two most recent fiscal years and the interim period through February 3, 2014, the Company did not consult with SLF LLP 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 the Company's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit No.
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Description
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16.1
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Letter from RBSM LLP dated as of February 3, 2014
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2
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.
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GILLA INC.
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Dated: February 3, 2014
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By:
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/s/ J. Graham Simmonds | |
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Name: J. Graham. Simmonds
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Title: Chief Executive Officer
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