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 Report (Date of earliest event reported): April 23 , 2015

 

GOPHER PROTOCOL INC.

(Exact name of registrant as specified in its charter)

 

Nevada 000-54530 27-0603137

(State of Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

23129 Cajalco Road,

Perris, California 92570

 (Address of principal executive offices)

 

888-426-4780

(Registrant's telephone number, including area code)

 

 

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 (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))

 

 
 

 

Item 4.01         Change in Registrants Certifying Accountant

 

Previous independent registered public accounting firm

 

On April 21, 2015 (the “Resignation Date”), Alan R. Swift, CPA, P.A. (the “Former Auditor”) resigned as the independent registered public accounting firm of Gopher Protocol Inc. (the “Company”).

 

Other than an explanatory paragraph included in the Former Auditor’s audit report for the Registrant’s fiscal years ended December 31, 2014 and 2013 relating to the uncertainty of the Registrant’s ability to continue as a going concern, the audit reports of the Former Auditor on the Registrant’s financial statements for the fiscal years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

 

During the years ended December 31, 2014 and 2013 and through the date of this Current Report on Form 8-K, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

 

During the years ended December 31, 2014 and 2013 and through the date of this Current Report on Form 8-K, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached hereto to this amendment to the Form 8-K as Exhibit 16.1.

 

New independent registered public accounting firm

 

On April 21, 2015 (the “Engagement Date”), the Company engaged Anton & Chia, LLP (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2015. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

 

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:

 

1.                   application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

 

2.                   any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

 

 

Item 9.01         Financial Statements and Exhibits

    

Exhibit No. Description of Exhibit
   
16.1 Letter from Alan R. Swift, CPA, P.A.

 

 
 

    

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.

 

  GOPHER PROTOCOL INC.  
       
Date:  April 23, 2015  By: /s/ Michael Murray  
   

Michael Murray

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

Exhibit 16.1

 

April 23, 2015

 

 

 

Securities and Exchange Commission

Office of Chief Accountant

100 F Street N.E.

Washington, D.C. 20549

 

Re: Gopher Protocol, Inc. f/k/a Forex International Trading Corp.

File Ref. No. 000-54530

 

We have read the statements made by Gopher Protocol, Inc. f/k/a Forex International Trading Corp., which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8- K, as part of Gopher Protocol, Inc. f/k/a Forex International Trading Corp. Form 8-K report dated April 23, 2015. We agree with such statements as they pertain to our Firm in such Form 8- K, dated April 23, 2015.

 

We have no basis to agree or disagree with any other statements of the Registrant contained in Item 4.01.

 

 

 

Regards,

 

 

 

Alan R. Swift, CPA, P.A.

Certified Public Accountants and Consultants

Palm Beach Gardens, FL