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): October 24, 2017
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) |
2500 Broadway, Suite F-125, Santa Monica, CA 90404
(Address of principal executive offices)
424-238-4589
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement 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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 4.01 | Change in Registrants Certifying Accountant |
Previous independent registered public accounting firm
On October 24, 2017 (the “Termination Date”), Gopher Protocol Inc. (the “Company”) terminated Anton & Chia, LLP (the “Former Auditor”) as the independent registered public accounting firm of the Company.
Other than an explanatory paragraph included in the Former Auditor’s audit report for the Registrant’s fiscal years ended December 31, 2016 and 2015 relating to the uncertainty of the Company’s ability to continue as a going concern, the audit reports of the Former Auditor on the Company’s financial statements for the fiscal years ended December 31, 2016 and 2015 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, 2016 and 2015 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, 2016 and 2015 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 October 24, 2017 (the “Engagement Date”), the Company engaged BF Borgers CPA PC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2017. 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 |
|
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: October 27, 2017 | By: | /s/ Gregory Bauer | |
|
Gregory Bauer Chief Executive Officer and Chief Financial Officer
|
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Exhibit 16.1
October 26, 2017
Securities and Exchange Commission
Office of Chief Accountant
100 F Street N.E.
Washington, D.C. 20549
Re: Gopher Protocol, Inc.
File Ref. No. 000-54530
We have read the statements made by Gopher Protocol, Inc., which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8- K, as part of Gopher Protocol, Inc. Form 8-K report dated October 24, 2017. We agree with such statements as they pertain to our Firm in such Form 8- K.
We have no basis to agree or disagree with any other statements of the Company contained in Item 4.01.
Regards,
/s/Anton & Chia, LLP
Anton & Chia, LLP