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EX-16.1 - LETTER DATED APRIL 29, 2015 FROM ERNST & YOUNG LLP TO THE SECURITIES AND EXCHANGE COMMISSION. - PALTALK, INC.f8k042415ex16i_snap.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 Report (Date of earliest event reported): April 24, 2015

 

SNAP INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   000-52176   20-3191847
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)       Identification No.)

 

320 West 37th Street, 13th Floor

New York, NY

  10018
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 594-5050

 

(Former name or former address, if changed since last report)

 

Not Applicable

 

 

 

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))

 

 

 

 
 

 

Section 4 — Matters Related to Accountants and Financial Statements.

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On April 24, 2015, the Board of Directors (the “Board”) of Snap Interactive, Inc. (the “Company”) approved the engagement of Marcum LLP (“Marcum”), as its independent registered public accounting firm for the year ending December 31, 2015, effective immediately. In connection with the selection of Marcum, on April 24, 2015, the Board decided that, effective immediately, it would dismiss Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm.

 

During the years ended December 31, 2013 and 2014 and for the period January 1, 2015 through April 24, 2015, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure, which disagreements if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the subject matter of the disagreements in its reports with respect to the Company’s consolidated financial statements for such periods.

 

During the years ended December 31, 2013 and 2014 and for the period January 1, 2015 through April 24, 2015, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that for each of the years ended December 31, 2013 and 2014, the Company did not maintain effective internal control over financial reporting because of the effect of the following material weakness: the Company did not have an independent audit committee in place, which would have provided oversight of the Company’s officers, operations and financial reporting function.

 

During the years ended December 31, 2013 and 2014 and for the period January 1, 2015 through April 24, 2015, neither the Company nor anyone on its behalf has consulted with Marcum with respect to 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 consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, audit or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The reports of Ernst & Young on the Company’s consolidated financial statements for the years ended December 31, 2013 and 2014 did not contain an adverse opinion or a disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

The Company provided Ernst & Young with a copy of the above disclosure and requested that Ernst & Young furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Company above. A copy of Ernst & Young’s letter dated April 29, 2015 is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d)          Exhibits.

 

Exhibit No.  Description
16.1  Letter dated April 29, 2015 from Ernst & Young LLP to the Securities and Exchange Commission.

 

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 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.

 

Date: April 30, 2015    
       
    SNAP INTERACTIVE, INC.
       
    By: /s/ Clifford Lerner
      Clifford Lerner
      President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.  Description
16.1  Letter dated April 29, 2015 from Ernst & Young LLP to the Securities and Exchange Commission.

 

 

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