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): February 2, 2015
HIGH PERFORMANCE BEVERAGES COMPANY
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-170393 |
|
27-3566307 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
5137
E. Armor St. Cave Creek, AZ |
|
85331 |
(Address
of principal executive offices) |
|
(Zip
Code) |
602.326.8290
(Registrant’s
telephone number, including area code)
(Former
name 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 (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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Previous
independent registered public accounting firm
(a)
On February 2, 2015, HIGH PERFORMANCE BEVERAGES COMPANY (the “Registrant” or the ‘Company”) was notified
by L.L. Bradford & Company, LLC (“Bradford”) that the firm resigned as the Registrant’s independent registered
public accounting firm. Except as noted in the paragraph immediately below, the reports of Bradford on the Company’s financial
statements for the year ended July 31, 2014 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.
The
reports of Bradford on the Company’s financial statements as of and for the years ended July 31, 2014 contained explanatory
paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the
Company has negative working capital that raises doubt about its ability to continue as a going concern.
During
the year ended July 31, 2014 and through February 2, 2015, the Company has not had any disagreements with Bradford on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if
not resolved to Bradford’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s
financial statements for such periods.
During
the year ended July 31, 2014 and through February 2, 2015, there were no reportable events, as defined in Item 304(a)(1)(v)
of Regulation S-K.
The
Company provided Bradford with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter
addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.
A
copy of the letter from Bradford is attached hereto as Exhibit 16.1
New
independent registered public accounting firm
On
February 2, 2015 (the “Engagement Date”), the Company engaged RBSM LLP (“RBSM ”) as its independent registered
public accounting firm for the Company’s fiscal year ending July 31, 2015. The decision to engage RBSM 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 RBSM regarding either:
| 1. | The
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 RBSM 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 paragraph (a)(1)(iv)
of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event
(as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). |
Item
9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not
applicable
(b) Pro forma financial information.
Not
applicable
(c) Shell
company transactions.
Not
applicable
(d) Exhibits
Exhibit
No. |
|
Description
of Exhibit |
16.1 |
|
Letter
from L.L. Bradford & Company, LLC |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
HIGH
PERFORMANCE BEVERAGES COMPANY |
|
|
|
Dated:
February 3, 2015 |
By: |
/s/ Toby McBride |
|
|
Name:
Toby McBride |
|
|
Title:
Chief Executive Officer |
4
EXHIBIT
16.1
L.L.
BRADFORD & COMPANY, LLC
Sugar
Land, Texas
February
2, 2015
Securities
and Exchange Commission
100 F Street,
N.W.
Washington,
DC 20549-7561
Dear Sirs/Madams:
We
have read Item 4.01 of High Performance Beverage, Inc. (the “Company”) Form 8-K dated February 2, 2015, and are in
agreement with the statements relating only to L.L. Bradford & Company, LLC contained therein. We have no basis to agree or
disagree with other statements of the Company contained therein
Very truly
yours,
/s/
LL BRADFORD & COMPANY, LLC
LL Bradford
& Company, LLC
Sugar Land,
Texas
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