Current Report Filing (8-k)

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 14, 2015

SPRIZA, INC.
(Exact Name of Registrant as Specified in Charter)

Nevada	333-185669	90-0888324
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 Penn Street, El Segundo, CA		90245
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (403) 614-4441

Copies to:

Jay Cowles
#202-1107 17^th Avenue SW
Calgary, Albert, T2T 0B5
Telephone: (650)204-7903

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))

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 4.02 Non-Reliance on Previously Issued Financial Statements Regulation S-X Disclosure

On August 12, 2015, Spriza, Inc. (the “Company”) filed its June 30, 2015 Quarterly Report on SEC Form 10-Q with the SEC without the review of its independent registered public accounting firm as required by Regulation S-X. The Company will file a reviewed Form 10-Q/A Amendment No. 1 with the required review by its independent registered public accounting firm in due course. A copy of the Letter advising the Company of the non-compliance is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

99.1		Letter of non-compliance from the independent registered accounting firm.

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.

	SPRIZA, INC.

Date: September 14, 2015	By:	/s/ Rob Danard
		Rob Danard
		Chief Executive Officer

805 Third Avenue
Suite 1430
New York, New York 10022
212.868.3669
212.838.2676/Fax
www.rbsmllp.com

August 13, 2015

VIA EMAIL (robbinscr@spriza.com)

Board of Directors
Spriza, Inc.
Mr. Chris Robbins
Chief Financial Officer
111 Penn Street
El Segundo, CA 90245

Dear Mr. Robbins:

It has been brought to our attention Spriza, Inc. (Commission file No. 3333-185669, the “Company”) filed its June 30, 2015 Quarterly Report on SEC Form 10-Q with the Securities & Exchange Commission on August 12, 2015.

The filing includes unaudited financial statements for the six months ended June 30, 2015.

We advise the Company’s management that our firm did not perform a pre-issuance review of the Registrant’s unaudited interim financial statements included in the above referenced Quarterly Report as required by SEC Rule 10-1 (d) of Regulation S-X.

We request the Company take immediate and corrective actions concerning compliance with the pre-issuance review requirements, including the filing of:

• SEC Form 8-K, under item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

• An amendment to the Quarterly Report with the SEC disclosing the unaudited interim financial statements have not been reviewed by its independent registered public accounting firm as required by Regulation S-X.

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Should you have any questions, do not hesitate in contacting me at pstefanou@rbsmllp.com or at 917.229.4610.

Sincerely,

RBSM LLP

Peter Stefanou, CPA