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): July 28, 2014
Rich Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-54767 |
46-3259117 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9595 Wilshire Blvd., Suite 900
Beverly Hills, CA |
90212 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 424-230-7001
________________________________________________
(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:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 4- Matters
Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On July 28, 2014, Silberstein Ungar, PLLC (the “Former Accountant”)
notified the Company that its principals joined the accounting firm of KLJ & Associates, LLP. As a result of the transaction,
on July 28, 2014, the Former Accountant resigned as the Company’s independent registered public accounting firm and the Company
engaged KLJ & Associates, LLP (the “New Accountant”) as the Company’s independent registered public accounting
firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.
The Former Accountant’s audit reports on the financial statements
of the Company for the fiscal years ended March 31, 2014 and 2013 contained no adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial
statements of the Company for the fiscal years ended March 31, 2014 and 2013 contained an uncertainty about the Company’s
ability to continue as a going concern.
During the fiscal years ended March 31, 2014 and 2013, and through
the interim period ended July 28, 2014, there were no “disagreements” (as such term is defined in Item 304 of Regulation
S-K) with the Former Accountant 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 the Former Accountant would have caused them to
make reference thereto in their reports on the financial statements for such periods.
During the fiscal years ended March 31, 2014 and 2013, and through
the interim period ended July 28, 2014, there were the following “reportable events” (as such term is defined in Item
304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended December 31, 2013
and Part II, Item 9A of the Company’s Form 10-K for the fiscal year ended March 31, 2014, the Company’s management
determined that the Company’s internal controls over financial reporting were not effective as of the end of such period
due to the existence of material weaknesses related to the following:
| (i) | inadequate segregation of duties and effective risk assessment; and |
| (ii) | insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application
of both US GAAP and SEC guidelines. |
These material weaknesses have not been remediated as of the date
of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events during
the fiscal years ended March 31, 2014 and 2013, and through the interim period ended July 28, 2014. The Company’s Board of
Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant
to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period
by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult
with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter
that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304
of Regulation S-K).
On July 29, 2014, the Company provided the Former Accountant with
its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that
the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or
not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form
8-K.
SECTION 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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.
Rich Pharmaceuticals, Inc.
/s/
Ben Chang
Ben Chang
Chief Executive Officer
Date: July 29, 2014
Silberstein Ungar, PLLC CPAs and Business
Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
July 29, 2014
Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, DC 205497561
Re: Rich Pharmaceuticals, Inc.
We have read the statements included in the 8-K dated July
28, 2014 of Rich Pharmaceuticals, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements
concerning our firm.
We have no basis to agree or disagree with the other statements
included in such Form 8-K.
Sincerely,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC