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: June 24, 2015

Date of Earliest Event Reported: June 09, 2015


KARNET CAPITAL CORP.

(Exact name of registrant as specified in its charter)


Nevada

333-197724

30-0809134

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)


Lensoveta 42, app. 48

Saint-Petersburg, Russia

196143

 (Address of principal executive offices)(Zip Code)


+ 1 305 459 3998

(Registrant's telephone number)


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))



 


 

 

ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.


On June 16, 2015, Harris & Gillespie CPAS, PLLC (the Former Accountant) was deregistered per PCAOB Release No. 105-2015-011. As a result of the transaction, on June 9, 2015, the Former Accountant resigned as the Companys independent registered public accounting firm and the Company engaged Michael Gillespie & Associates, PLLC (the New Accountant) as the Companys independent registered public accounting firm. The engagement of the New Accountant was approved by the Companys Board of Directors.


The Former Accountants audit report on the financial statements of the Company for the fiscal year ended May 31, 2014 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the fiscal year ended May 31, 2014 contained an uncertainty about the Companys ability to continue as a going concern.


During the Companys two most recent fiscal years, the subsequent interim periods thereto, and through June 9, 2015, there were no disagreements (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.


During the Companys two most recent fiscal years, the subsequent interim periods thereto, and through June 9, 2015, there were no reportable events (as such term is defined in Item 304 of Regulation S-K).


Prior to retaining the New Accountant, the Company did not consult with the New Accountant 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 Companys financial statements; or (ii) any matter that was the subject of a disagreement or a reportable event (as those terms are defined in Item 304 of Regulation S-K).


On June 22, 2015, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountants response is filed as an exhibit to this Current Report on Form 8-K.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit No.

Description

 

 

 

16

Letter dated June 22, 2015 from Gillespie & Associates, PLLC



 

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.

 

 

KARNET CAPITAL CORP.

 

 

 

 

Date: June 24, 2015

By: /s/ Aleksandr Chuiko

 

 

Aleksandr Chuiko

 

 

Principal Executive, Financial Officer and

Chief Accounting Officer