SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2014

CODESMART HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

5029 Apple Lane

Mohnton, PA 19540 

(Address of Principal Executive Offices)

732-536-3800

(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:

☐  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))

Explanatory Note:

This Current Report on Form 8-K/A, Amendment No. 1 (“Amendment No. 1”) to the Current Report on Form 8-K which was filed by the Registrant with the Securities and Exchange Commission on August 15, 2014 (the “Initial Filing”), is being filed by the Registrant solely to amend Item 4.01 and to add an Item 9.01 Financial Statements and Exhibits and to file as Exhibit 16.1 to the Amendment No. 1 a letter dated August 20, 2014 from KBL, LLP , to the Securities and Exchange Commission stating that said firm is in agreement with the statements made in the Initial Filing.

Except as described in the above, no other provisions of the Current Report on Form 8-K are being amended.

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On July 17, 2014, CodeSmart Holdings, Inc. (the “Company”) received notice by e-mail from KBL, LLP (“KBL”) stating the following:

Hi All,

This email will serve as notice that effective immediately KBL has resigned as the Registered Public Accounting Firm of CodeSmart. Please file an 8K as soon as possible.

The Company’s consolidated financial statements for the fiscal year ended December 31, 2013 and for the period from inception (October 3, 2012) to December 31, 2012 were audited by KBL. Such report on our financial statements did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. KBL’s report on our financial statements for the fiscal year ended December 31, 2013 and for the period from inception (October 3, 2012) to December 31, 2012, however, did contain an uncertainty with respect to the substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal year ended December 31, 2012 and through July 17, 2014, (a) there were no disagreements with KBL on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KBL, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial statements for such years, with the exception of the paragraph below; and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

During the course of the interim review engagement performed by KBL for the period March 31, 2014, management of the Company and KBL identified a misstatement in the revenue recognition of the Company’s fees earned for their tuition revenue. Up through September 30, 2013, the Company was recognizing revenue ratably over a term of 3 to 6 months. Commencing with the Company’s fourth quarter, December 31, 2013, the Company changed their policy of revenue recognition to record the revenue upon a students’ enrollment in the course that is offered through Florida International University. For the quarter ended March 31, 2014, the Company determined that it was more realistic to record the revenue over a six month period of time. Through discussions with KBL, during the period May 23, 2014 through June 3, 2014, it was determined that there was no supporting documentation that could be provided to KBL to justify the six month time frame.  The Company’s website indicates that students shall have access for a period between 12 to 18 months to complete the courses for which they enrolled and purchased, therefore, this would be a more realistic time period for the revenue to be recognized. Upon a recommendation by KBL, the Company through its designee agreed that a restatement was necessary.

The Company has provided KBL with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested KBL to furnish a letter addressed to the SEC stating whether it agrees with the statements made above. To be filed herewith as Exhibit 16.1 is a copy of the letter from KBL to the SEC, dated August 20, 2014.

On August 6, the Company appointed Anderson Bradshaw PLLC (“Anderson Bradshaw”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. Anderson Bradshaw is located at 5296 S. Commerce Drive Suite 300, Salt Lake City, UT 84107.

During the period the Company engaged KBL, neither the Company nor anyone on the Company's behalf consulted with Anderson Bradshaw regarding either (i) the application of accounting principles to a specified transaction, either contemplated 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 or a reportable event.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

EXHIBIT INDEX

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.

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