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): January 23, 2018
LIFEAPPS BRANDS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54867 | 80-0671280 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
Polo Plaza, 3790 Via De La Valle, #125E
Del Mar, CA 92014
(Address of principal executive offices, including zip code)
(858) 527-1736
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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))
Indicate by check mark whether the registrant is an emerging growth company 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). ☒
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 Changes in Registrant’s Certifying Accountant
On January 23, 2018 (the “Resignation Date”) Pritchett, Siler & Hardy, P.C. (“PSH”) resigned as the independent registered public accounting firm for LifeApps Brands, Inc. (the “Company”), following PSH’s acquisition by Haynie & Company, CPA (“Haynie & Company”). On January 23, 2018, the Company engaged Haynie & Company, Salt Lake City, Utah, as its new independent registered public accounting firm. The change of the Company’s independent registered public accounting firm from PSH to Haynie & Company was approved unanimously by our board of directors.
The reports of PSH on the Company’s financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports included a going concern qualification.
During the fiscal years ended December 31, 2016 and 2015 and through the Resignation Date, there were (i) no disagreements between the Company and PSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of PSH, would have caused PSH to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided PSH with a copy of this Form 8-K and requested that PSH furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not PSH agrees with the above statements. A copy of such letter, dated January 23, 2018, is attached as Exhibit 16.1.
During the Company’s fiscal years ended December 31, 2016 and 2015 and in the subsequent interim period through the Resignation Date, the Company has not consulted with Haynie & Company regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Haynie & Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Report:
| Exhibit Number | Description | |
| 16.1 | Letter from Pritchett, Siler & Hardy P.C. dated January 23, 2018 |
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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.
| LifeApps Brands Inc. | ||
| Date: January 25, 2018 | By: | /s/ Robert A. Blair |
| Name: Robert A. Blair | ||
| Title: Chief Executive Officer | ||
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Exhibit 16.1
January 23, 2018
U.S. Securities and Exchange Commission
100 F. Street
Washington, DC 20549 – 7561
Ladies and Gentlemen:
Re: LifeApps Brands, Inc.
Commission File No. 000- 54867
We have read the statements of the Company pertaining to our firm included in Item 4.01 of the Form 8-K dated January 23, 2018 and are in agreement with the statements contained in that document pertaining to our firm.
Very truly yours,
/s/ Pritchett, Siler and Hardy P.C.
Pritchett, Siler and Hardy P.C.