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): October 27, 2015

 

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)

   

Polo Plaza, 3790 Via De La Valle, #116E, Del Mar, CA 92014

(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 October 27, 2015, Lifeapps Digital Media Inc. (the “Registrant”) was informed by Cutler & Co., LLC (the “Former Accountant”) that it was merging its SEC auditing practice with Pritchett, Siler & Hardy PC. As a result of this merger, the Former Accountant resigned as the Registrant’s independent registered public accounting firm as of October 27, 2015. On October 27, 2015, the Registrant retained Pritchett, Siler & Hardy PC (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, 2014 and December 31, 2013 and reviewed the Registrant’s financial statements for the interim periods through June 30, 2015. The Former Accountant’s report on the financial statements of the Registrant for the year ended December 31, 2014, 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, 2014 and 2013 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.

 

During the period of the Former Accountant’s engagement and through October 26, 2015, 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 November 11, 2015, from Cutler & Co., LLC

 

 

 

 

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: November 11, 2015 By: /s/ Robert Gayman
  Name: Robert Gayman
  Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

  

EXHIBIT INDEX

 

 

 Exhibit No. Description
   
16.1Letter from Cutler & Co., LLC, dated November 11, 2015 to the Securities and Exchange Commission regarding statements included in this Form 8-K.

 

 

 

 

 

 



Exhibit 16.1

 

 

 

November 11, 2015

 

U.S. Securities and Exchange Commission

100 F. Street

Washington, DC 20549 – 7561

 

Ladies and Gentlemen

 

Re: Lifeapps Digital Media Inc.

Commission File No. 000-54867

 

We have read the statements that we understand Lifeapps Digital Media Inc. will include under Item 4.01 of the Form 8-K report dated November 11, 2015 and agree with such statements in so far as they apply to our firm.

 

We have no basis to agree or disagree with any other statement made in Item 4.01 of such report.

 

Sincerely,

 

 

/s/Cutlet & Co., LLC

 

Cutler & Co., LLC

 

 

 

 

 

 

 

 

 

 

 

9605 West 49th Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com

 

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