SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section
13 or 15(d) of
the Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): July 2, 2018
Name of Registrant as Specified in its Charter)
(State or other jurisdiction of
incorporation or organization)
Commission File Number
(Address of Principal Executive Offices and
4643 South Ulster Street, Suite 1510
Denver Colorado 80237
(Issuer's telephone number)
(Former Name or Former Address, if Changed Since
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)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) On July 2, 2018, Soles, Heyn & Company,
the Registrant’s independent accountant engaged as the principal accountant to audit the Registrant's financial statements,
resigned effective July 2, 2018.
Soles, Heyn & Company’s reports on
the Registrant’s financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope, or accounting principles.
The Registrant’s Board of Directors did
not recommend or approve of Soles, Heyn & Company’s resignation.
During the Registrant’s two most recent
fiscal years there were no disagreements with Soles, Heyn & Company on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
(b) On July 2, 2018, Soles, Heyn & Co.
advised the Registrant that it could not rely upon the audit report for the Registrant’s December 31, 2017 financial statements,
because the accountant believes it can no longer rely on management's representations.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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.
SPYR, INC. (Registrant)
Date July 9, 2018
By:/s/ James R. Thompson
Chief Executive Officer