Current Report Filing (8-k)
April 10 2019 - 5:01PM
Edgar (US Regulatory)
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):
April 4, 2019
TRULI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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000-53641
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26-3090646
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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100 Waugh Dr. Suite 300, Houston, Texas
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77007
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(866) 862-2979
344
Grove St. #2 #4018 Jersey City, NJ 07302
(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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by
checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
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(a)
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Dismissal of Independent Registered Public Accounting Firm
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On April 4, 2019, the Board of Directors (the “Board”)
of Truli Technologies, Inc. (“Truli” or the “Company”) received notice of resignation from RBSM LLP (“RBSM”)
as the Company’s independent registered public accounting firm.
The report of RBSM on Truli’s consolidated financial statements
for the fiscal year ended March 31, 2018 did not contain any adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principle, except that the report contained a paragraph stating that there
was substantial doubt about Truli’s ability to continue as a going concern. During the fiscal years ended March 31, 2019
and March 31, 2018 and through the subsequent interim period as of April 4, 2019, the effective date of RBSM’s resignation,
there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between Truli and RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of RBSM would have caused RBSM to make reference thereto in its reports on
the consolidated financial statements of Truli for such years, and (ii) no “reportable events” (as that term is defined
in Item 304(a)(1)(v) of Regulation S-K).
Truli provided RBSM with a copy of this Form 8-K and requested that
RBSM furnish a letter addressed to the Securities and Exchange Commission stating whether or not RBSM agrees with the above disclosures.
A copy of RBSM’s letter, dated April 10, 2019, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
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(b)
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Engagement of New Independent Registered Public Accounting Firm
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On April 4, 2019, the Board approved the appointment of Salberg
& Company, P.A. (“Salberg”) as the new independent registered public accounting firm.
During the fiscal year ended March 31, 2019 and March 31, 2018 and
through the subsequent interim period as of April 4, 2019, neither Truli, nor any party on behalf of Truli, consulted with Salberg
with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or
the type of the audit opinion that might be rendered with respect to Truli’s consolidated financial statements, and no written
report or oral advice was provided to the Truli by Salberg that was an important factor considered by Truli in reaching a decision
as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined
in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d)
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 thereunto duly authorized.
Dated: April 10, 2019
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TRULI TECHNOLOGIES, INC.
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By:
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/s/ Miles Jennings
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Miles Jennings
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Chief Executive Officer
(Principal Executive Officer)
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