UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-KA
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
January 7, 2014
Innocent, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Nevada |
(State or Other Jurisdiction of Incorporation) |
|
|
|
333-150061 |
| 98-0585268 |
(Commission File Number) |
| (IRS Employer Identification #) |
3280 Suntree Blvd
Suite 105
Melbourne, FL 32940
(Address of principal executive offices)
(954) 769-0040
(Registrant's telephone number, including area code)
______________________________________________________
(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 (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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 6, 2014, the Board of Directors of the registrant dismissed Sam Kan and Company, its independent registered public account firm. On the same date, January 6, 2014, the accounting firm of KLJ and Associates, LLP was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant approved of the dismissal of Sam Kan and Company and the engagement of KLJ Associates, LLP as its independent auditor. None of the reports of Sam Kan and Company on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended August 31, 2012 a going concern qualification in the registrant's audited financial statements.
Sam Kan and Company was dismissed after the registrant received notification that they would no longer serve as a PCAOB registered auditor. On March 4, 2014 the company received notification from the Securities and Exchange Commission that the commission has denied Sam Kan & Company the privilege of appearing or practicing before the Commission. Additionally, Sam Kan & Company is barred from practicing before the SEC; the company may not include his audit report in our filings with the Commission on or after February 20, 2014.
During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Sam Kan and Company 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 Sam Kan and Company satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.
The registrant had requested Sam Ken and Company to furnish it with a letter (Exhibit 16) addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. We did not receive the letter promised by the January 13, 2014 filing of the 8K. As of the date of this amended filing, March 13, 2014 we have not received the requested letter from Sam Ken and Company and do not expect that we will.
On January 6, 2014, the Board of Directors of the Registrant engaged KLJ Associates, LLP registered with the PCAOB as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted KLJ Associates, LLP regarding any of the matters set forth in Item 304(a) (2) of Regulation S-K.
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.
Innocent, Inc.
(Registrant)
/s/ Wayne A.Doss
Wayne A. Doss
President, Chief Executive
Officer and Director
Dated: March 13, 2014