AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): February 16, 2016
name of registrant as specified in its charter)
or other jurisdiction
Research Drive, Irvine, California 92618|
of principal executive offices) (Zip Code)|
telephone number, including area code: (949) 489-7600|
name or former address, if changed since last report)|
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))|
in Registrant’s Certifying Accountant.|
connection with the reorganization of Hartley Moore Accountancy Corporation (the “Former Auditor”), its audit partners
have joined Hall and Company, Inc. (“Hall”). The Former Auditor resigned as the independent auditor of Ubiquity, Inc.
(the “Company”), effective February 16, 2016. The Former Auditor has been the Company’s auditor since April
a result of the above, the Board of Directors of the Company, on February 16, 2016, approved the resignation of the Former Auditor
effective February 16, 2016, and the engagement of Hall as the Company’s independent registered public accounting firm for
the fiscal year ended December 31, 2015 effective February 16, 2016.
change in accountants did not result from any dissatisfaction with the quality of professional services rendered by the Former
Company has not consulted with Hall for the fiscal year ended December 31, 2015, and the interim period ending February 16, 2016
regarding the application of accounting principles to any contemplated or completed transactions nor the type of audit opinion
that might be rendered on the Company’s financial statements, and neither written or oral advice was provided that would
be an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues.
There were no matters that were either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K)
or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).
connection with the audit of the fiscal years ended December 31, 2014 and 2013, and through February 16, 2016, there we no disagreements
with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement. The Former Auditor’s reports on the Company’s consolidated
financial statements as of and for the year ended December 31, 2014 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except a going concern emphasis
of matter paragraph.
the Company’s two most recent completed fiscal years, and interim period through February 16, 2016, there were no “reportable
events” as such term is described in Item 304(a)(1)(iv) of Regulation S-K with the Former Auditor.
Company provided the Former Auditor with a copy of this Current Report on Form 8-K, and requested that the Former Auditor furnish
the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether the Former Auditor agrees with
the disclosure contained in this report, or, if not, stating the respects in which it does not agree. The Company has received
the requested letter from the Former Auditor, and a copy of their letter is filed as Exhibit 16.1 to this Current Report on Form
Statements and Exhibits.|
following exhibits are filed herewith:
from Hartley Moore Accountancy Corporation dated February 16, 2016 regarding change in independent registered public accounting
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.
February 23, 2016