Attached files
file | filename |
---|---|
EX-16.1 - AUDITOR LETTER - SUNVESTA, INC. | exhibit161.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 Event Requiring Report: July 16, 2015
SUNVESTA, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
000-28731
98-0211356
(Commission File Number)
(IRS Employer Identification Number)
Josef Mettler, Chief Executive Officer
Seestrasse 97, Oberrieden, Switzerland CH-8942
(Address of principal executive offices)
011 41 43 388 40 60
(Registrants telephone number, including area code)
n/a
(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:
□
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 3.02
Unregistered Sales of Equity Securities
_____________________________________________________________________________________
On July 16, 2015, SunVesta, Inc. (Company) authorized the issuance of twelve million four hundred
thousand (12,400,000) shares of its common stock to certain individuals serving as officers and directors
of the Company, in connection with compensation due under the terms of employment agreements or for
service on the Board of Directors, pursuant to the exemptions provided by Section 4(2) and Regulation S
of the Securities Act of 1933, as amended (Securities Act) as follows:
Name
Consideration
Shares
Exemption
Josef Mettler
Services
6,000,000
4(2)/Regulation S
Hans Rigendinger
Services
5,000,000
4(2)/Regulation S
José Maria Figueres
Services
700,000
4(2)/Regulation S
Howard Glicken
Services
700,000
4(2)
The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on
the following factors: (1) the issuances were isolated private transactions that did not involve a public
offering; (2) there were four offerees all of whom serve as directors of the Company; (3) the offerees
represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous
public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the
discussions that lead to the issuance of the stock took place directly between the offerees and the
Company.
The Company complied with the exemption requirements of Regulation S, as applicable, by having
directed no offering efforts in the United States, by offering common shares only to offerees who were
outside the United States at the time of the offering, and ensuring that the persons to whom the common
shares were issued and authorized were non-U.S. persons with addresses in foreign countries.
Item 4.01
Changes in Registrants Certifying Accountant
(a)
On July 16, 2015, the Company, upon the authorization and approval of its Board of Directors,
dismissed BDO Visura International AG (BDO Visura) as its independent registered public accounting
firm.
BDO Visuras reports on the Companys financial statements for the years ended December 31, 2014 and
December 31, 2013, contained no adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the Companys two most recent fiscal years and the subsequent interim period preceding BDO
Visuras dismissal there:
(i) were no disagreements (within the meaning of Item 304(a) of Regulation S-K) with BDO Visura on
any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of BDO Visura, would have
caused BDO Visura to make reference to the subject matter of the disagreements in its reports on the
consolidated financial statements of the Company; and
(ii) no reportable events (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided BDO Visura with a copy of this Form 8-K prior to its filing with the Securities
and Exchange Commission (Commission) and requested that BDO Visura furnish it with a letter
addressed to the Commission stating that it agrees with the statements made above. A copy of BDO
Visuras letter, dated July 17, 2015, is attached herewith as Exhibit 16.1 to this Form 8-K.
(b)
On July 16, 2015, upon the authorization and approval of the Board of Directors, the Company
engaged BDO AG as its independent registered public accounting firm.
During the Companys two most recent fiscal years and the subsequent interim period preceding BDO
AGs engagement, neither the Company nor anyone acting on its behalf consulted BDO AG regarding
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 Companys consolidated
financial statements, and no written report or oral advice was provided to the Company that
BDO AG concluded was an important factor considered by the Company in reaching a decision
as to an accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of a disagreement or reportable event (within the meaning
of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K respectively).
The Company provided BDO AG with a copy of this Form 8-K prior to its filing with the Commission.
Item 9.01
Financial Statements and Exhibits
The following exhibit is attached as part of this report:
Exhibit
Page
No.
No.
Description
16.1
Attached
Letter from BDO Visura to the Commission
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.
SunVesta, Inc.
Date
By: /s/ Josef Mettler
July 17, 2015
Name: Josef Mettler
Title: Chief Executive Officer