UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): October 2, 2015

 

REALSOURCE RESIDENTIAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-50331   98-0371433
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

2089 East Fort Union Blvd.,

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

 

(801) 601-2700

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 October 2, 2015, RealSource Residential, Inc. (the “Company”) notified its independent registered public accounting firm, Li and Company, PC (“Li and Company”), that the Company had decided to change auditors and was therefore dismissing Li and Company, effective immediately. The Company’s decision was approved by its full board of directors, acting in lieu of an audit committee. Concurrently with Li and Company’s dismissal, the board of directors of the Company appointed Novogradac & Company, LLP (“Novogradac”) as the Company’s new independent registered public accounting firm.

 

The reports of Li and Company regarding the Company’s financial statements for the fiscal years ended December 31, 2014 and 2013 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 to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

 

During the fiscal years ended December 31, 2014 and 2013, and through October 2, 2015, the Company did not (i) have any disagreements (as defined in Item 304(a)(1(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Li and Company 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 Li and Company, would have caused it to make reference thereto in connection with its reports; or (ii) experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company provided Li and Company with a copy of this disclosure on October 2, 2015 and requested that Li and Company furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter, dated October 2, 2015 is filed as Exhibit 16.1 to this current report on Form 8-K.

 

During the fiscal years ended December 31, 2014 and 2013, and through October 2, 2015, neither the Company, nor anyone acting on its behalf, consulted with Novogradac regarding:

 

  ● the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s financial statements, and no written report was provided to the Company nor was oral advice rendered that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
     
  ● any matter that was 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).

 

Item 9.01. Financial Statements and Exhibits.

 

Set forth below is a list of Exhibits included as part of this Current Report.

 

16.1 Letter from Li and Company, PC to the SEC dated October 2, 2015

 

 
 

 

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.

 

Dated: October 2, 2015 REALSOURCE RESIDENTIAL, INC.
     
  By: /s/ Nathan W. Hanks
  Name: Nathan W. Hanks
  Title: President and Chief Executive Officer

 

 
 

 

Exhibit 16.1

 

October 2, 2015

 

United States Securities and Exchange Commission

100 F Street, N.E.

Washington DC 20549-7561

 

Re: RealSource Residential, Inc.
  Commission File Number: 000-50331

 

Commissioners:

 

We have read Item 4.01 of Form 8-K dated October 2, 2015, of RealSource Residential, Inc. and are in agreement with the statements contained therein insofar as they relate to our firm.

 

Very truly yours,

 

/s/ Li and Company, PC  
Li and Company, PC