Amended Current Report Filing (8-k/a)
June 27 2017 - 10:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2 to
Form
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 8, 2017
HER
IMPORTS
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-53810
Nevada
|
|
30-0802599
|
(State
or other jurisdiction
|
|
(IRS
Employer
|
of
incorporation)
|
|
Identification
No.)
|
8250
W. Charleston Blvd., Suite 110, Las Vegas, NV
|
|
89117
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
702-544-0195
(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:
[ ]
|
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))
|
Explanatory
Note
We
are filing this Amendment No. 2 on Form 8-K/A (the “Second Amendment”) to amend our Form 8-K/A No. 1 filed on June
23, 2017 (the “First Amendment”) and the Form 8-K filed on June 9, 2017. This Second Amendment is being filed to revise
disclosure with respect to the dismissal of Marcum LLP and the erroneous representation that there were no disagreements with
Marcum with respect to accounting principles or practices. Upon receipt of the Marcum letter, in haste we filed the First Amendment
without revising the disclosure in the initial Form 8-K. On the filing date of the First Amendment, Her Imports (the “Company”)
hired new securities counsel and did not consult with its new counsel prior to filing the Second Amendment.
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Termination of Company’s Independent Registered Public Accounting Firm
On
June 8, 2017, the Board of Directors of the Company notified Marcum LLP (“Marcum”) that it was dismissing Marcum as
its independent registered public accounting firm effective immediately.
Since
Marcum’s engagement by the Company, Marcum has not completed any interim reviews or issued any reports on the financial
statements of the Registrant.
During
Marcum’s engagement, Marcum raised concerns with the respect to the Company’s accounting of its outstanding preferred
stock (the “Disagreement”) and no satisfactory resolution or conclusion was reached at the time of Marcum’s
termination. The First Amendment contained Marcum’s letter. That First Amendment, of course, should have disclosed the Disagreement
which Marcum’s letter points out.
(b)
Appointment of Company’s New Independent Registered Public Accounting Firm
Separately,
on June 8, 2017, the Company re-engaged RBSM LLP (“RBSM”), the Company’s prior independent registered accounting
firm, effective immediately.
ITEM
9.01 – Financial Statements, Pro Forma Financial Statements Information and Exhibits.
(d)
Exhibits:
|
|
|
|
|
|
Incorporated
by reference
|
Exhibit
|
|
Exhibit
Description
|
|
Filed
herewith
|
|
Form
|
|
Period
Ending
|
|
Exhibit
|
|
Filing
Date
|
16.3
|
|
Letter
from Marcum LLP dated June 22, 2017 to the Securities and Exchange Commission regarding statements included in this Form 8-K
|
|
|
|
8-K/A
No 1
|
|
NA
|
|
16.3
|
|
June
23, 2017
|
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.
|
Her
Imports
Registrant
|
|
|
|
Date:
June 26, 2017
|
By:
|
/s/
Barry Hall
|
|
Name:
|
Barry
Hall
|
|
Title:
|
CEO/CFO
|