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): September 15, 2014

LIFEAPPS DIGITAL MEDIA 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)
               
10636 Scripps Summit Ct, Suite 148
San Diego, CA 92131
(Address of principal executive offices, including zip code)

(858) 577-0500
(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))
 


 
 

 
 
Item 4.01. Change in Registrant's Certifying Accountant
 
On September 15, 2014, Lifeapps Digital Media Inc. (the “Registrant”) was informed by Eide Bailly LLP (the “Former Accountant”) that it was terminating its services and resigning as the Registrant’s independent registered public accounting firm September 15, 2014. On September 16, 2014, the Registrant retained Cutler & Co., LLC (the “New Accountant”) as its principal independent accountant. The decision to retain the New Accountant as the principal independent accountant was approved, and the resignation of the Former Accountant was accepted, by the Registrant’s Board of Directors.
 
The Former Accountant issued its audit report on the financial statements of the Registrant for the years ended December 31, 2013 and December 31, 2012. The Former Accountant’s report on the financial statements of the Registrant for the year ended December 31, 2013, included an explanatory paragraph as to the Registrant’s ability to continue as a going concern.

Other than the going concern uncertainty described above, the audit report of the Former Accountant on the financial statements of the Registrant for the years ended December 31, 2013 and 2012 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the period of the Former Accountant’s engagement and through the date of this Current Report on Form 8-K, there have been no disagreements with the Former Accountant (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused them to make reference thereto in their report on financial statements for any period.

During the period of the Former Accountant’s engagement and through the date of this Current Report on Form 8-K, there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

The Registrant requested the Former Accountant to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The requested letter has been furnished and is filed herewith as Exhibit 16.1.
 
 
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During the period of the Former Accountant’s engagement and through the date of this Current Report on Form 8-K, neither the Registrant nor anyone on its behalf has consulted with the New Accountant regarding either:

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

·  
Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
 
The Registrant requested the Former Accountant to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The requested letter has been received from the former auditor and is filed with this Form 8-K as exhibit 16.1.

Item 9.01. Financial Statements and Exhibits.
 
d) Exhibits.
 
The following exhibit is filed as a part of this report:
 
Exhibit No.
 
Description
     
16.1   Letter, dated September 17, 2014, from Eide Bailly LLP
 
 
3

 
 
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 Digital Media Inc.  
       
Date: September 18, 2014 
By:
/s/ Robert Gayman        
  Name: Robert Gayman  
  Title: Chief Executive Officer  
 
 
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EXHIBIT INDEX
 
Exhibit No.
 
Description
     
16.1   Letter, dated September 17, 2014, from Eide Bailly LLP
 
 
5


EXHIBIT 16.1
 
September 17, 2014

Securities and Exchange Commission
450 – Fifth Street N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

On September 15, 2014, we provided notice of our resignation as the independent registered public accounting firm for LifeApps Digital Media Inc. (the “Company”).

We have read the Company’s disclosure set forth in Item 4.01, “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated September 17, 2014, and are in agreement with the disclosures in the Current Report, insofar as they relate to our firm.

Sincerely,

/s/ Eide Bailly LLP

Eide Bailly LLP
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