AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported) January 24, 2017
Name of Registrant as Specified in its Charter)
or other jurisdiction
South Beverly Drive, Suite 205, Beverly Hills, CA 90212
of principal executive offices) (zip code)
telephone number, including area code (310) 387-7887
name or former address, if changed since last report.)
P. Hateley, Esq.
Santa Monica Blvd., Suite 300
Monica, CA 90401-2224
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))
4.01 Changes in Registrant’s Certifying Accountant
of Independent Certifying Accountant|
January 24, 2017, Anton & Chia, LLP (“Anton”) was dismissed as the Company’s independent registered public
accounting firm. The Company’s Board of Directors approved the dismissal of Anton as the independent registered public accounting
reports of Anton regarding the Company’s financial statements for the fiscal year ended December 31, 2015 did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles,
except that the audit report of Anton on the Company’s financial statements for fiscal year ended December 31, 2015 contained
an explanatory paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going
concern. Furthermore, Anton informed us in a letter dated March 28, 2016, that our lack of an audit committee, lack of segregation
of duties and our ineffective controls over period end financial disclosure and reporting processes resulted in deficiencies that
they believe to be material weaknesses.
was engaged on April 22, 2015. During the period from April 22, 2015, until the date of dismissal, (i) there were no disagreements
with Anton 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 Anton would have caused it to make reference to such disagreement
in its reports should they have been issued; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
Company has provided Anton with a copy of the foregoing disclosures and requested that Anton furnish the Company with a letter
addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1
to this Current Report on Form 8-K.
of Independent Certifying Accountant|
January 24, 2017, the Board of Directors of the Company engaged Dale Matheson Carr-Hilton Labonte LLP (“DMCL”) as
its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending
December 31, 2016.
the Company’s last fiscal year and through the interim periods preceding the engagement of DMCL, the Company (a) has not
engaged DMCL as either the principal accountant to audit the Company’s financial statements, or as an independent accountant
to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report;
and (b) has not consulted with DMCL regarding (i) the application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report
or oral advice was provided to the Company by DMCL concluding there was an important factor to be considered by the Company in
reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject
of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event, as that term is described
in Item 304(a)(1)(v) of Regulation S-K.
Letter from Anton & Chia LLP to the Securities and Exchange Commission.
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 hereunder duly authorized.
January 30, 2017