Attached files
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 1933
Date of Report: July 7 2015
Date of Earliest Event Reported: June 16, 2015
Terafox Corp.
(Exact name of registrant as specified in its charter)
Nevada 333-200675
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
str. Lege, 6, Sofia, Bulgaria, 1000
+17027932224
(Address of principal executive offices)(Zip 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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 16, 2015, Harris & Gillespie CPA'S, PLLC (the "Former Accountant") was
deregistered per PCAOB Release No. 105-2015-011. As a result of the transaction,
on June 16, 2015, the Former Accountant resigned as the Company's independent
registered public accounting firm and the Company engaged Michael Gillespie &
Associates, PLLC (the "New Accountant") as the Company's independent registered
public accounting firm. The engagement of the New Accountant was approved by the
Company's Board of Directors.
As the Former Accountant is no longer registered with the PCAOB, the Company may
not include the Former Accountant's audit reports or consents in the Company
filings with the Commission on or after June 16, 2015. This means that the
Company may not include any audit reports or consents of the Former Accountant
in any of the Company's upcoming reports, including, for instance, the Company's
Form 10-K for the year ended September 30, 2015, any registration statement that
the Company would file and any other reports that would require an audit of the
period conducted by the Former Accountant.
The Former Accountant's audit report on the financial statements of the Company
for the fiscal year ended September 30, 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 September 30, contained an
uncertainty about the Company's ability to continue as a going concern.
During the period from February 26, 2014 (inception) through September 30, 2014,
and through the interim period ended June 16, 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 period from February 26, 2014 (inception) through September 30, 2014,
and through the interim period ended June 16, 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 Company's 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 July 07, 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 Accountant's
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 .1 Letter dated July 07, 2015 from Harris & Gillespie CPA's, PLLC
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, hereunto duly authorized.
07 July 2015
Terafox Corp.
By: /s/ Aleksey Gagauz
---------------------------------------
Title: President, Treasurer and Secretary
(Principal Executive, Financial and
Accounting Officer)
