Current Report Filing (8-k)
November 10 2015 - 10:10AM
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):
November 9, 2015
Commission
File Number: 000-53462
VNUE, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-054-3851
(IRS Employer Identification Number)
104
West 29th Street 11th Floor New York, NY 10001
(Address
of principal executive offices)
857-777-6190
(Registrant’s telephone number including area code)
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
Effective November 9, 2015, VNUE, Inc.
(the “Company”) engaged the firm of Li & Company, PC as the Independent Registered Public Accountant to Audit the
Company’s financial statements for the remainder of the current fiscal year ending December 31, 2015.
The decision to change accountants was
approved by the Company’s Board of Directors based upon Li & Company’s prior engagement for the preparation of
the financial statements contained in the Company’s 8-K/A dated November 4, 2015, which had been in progress since the reverse
merger which closed on May 29, 2015.
The engagement, effective November 9, 2015,
of Li & Company, PC as the new Independent Registered Public Accountant for the Company necessarily results in the termination
or dismissal of the principal accountant which audited the Company’s financial statements prior to the reverse merger which
closed on May 29, 2015, MALONEBAILEY, LLP.
In accordance with the terms of the reverse
merger, the Company’s fiscal year-end changed to December 31, 2015. During the Company’s two most recent
fiscal years ended May 31, 2014 and May 31, 2013, and the subsequent interim period, there were no disagreements between the Company
and MALONEBAILEY, LLP concerning any matter of accounting principles or practices, financial statement disclosure or auditing scope
or procedure which disagreements, if not resolved to MALONEBAILEY, LLP’s satisfaction would have caused them to make a reference
to the subject matter of the disagreements in connection with their reports; there were no reportable events as described in Item
304(a)(1)(v) of Regulation S-K.
MALONEBAILEY, LLP’s report dated
September 12, 2014 on the Company’s financial statements for the fiscal year ended May 31, 2014 did not contain any adverse
opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles.
The Company provided MALONEBAILEY, LLP
with a copy of the foregoing disclosures and requested from MALONEBAILEY, LLP a letter addressed to the Commission stating whether
MALONEBAILEY, LLP agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating
the respects in which it does not agree. MALONEBAILEY, LLP’s letter is attached as an exhibit to this report as Exhibit 10.01.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits:
10.01 – Letter dated November 10, 2015 to the Securities
and Exchange Commission from MaloneBailey, LLP
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.
Date: November 10, 2015 |
VNUE, INC. |
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By: |
/s/
Matthew Carona |
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Matthew Carona |
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CEO |
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Exhibit 10.01
November 10, 2015
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
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RE: |
VNUE, Inc. (formerly Tierra Grande Resources, Inc.) |
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File No.: |
000-53462 |
We have read the statements under Item
4.01 of the Current Report on Form 8-K to be filed with the Securities and Exchange Commission on November 10, 2015 regarding the
change of auditors. We agree with all statements pertaining to us.
We have no basis to agree or disagree with
statements pertaining to the successor accountants.
![](http://www.sec.gov/Archives/edgar/data/1376804/000114420415063998/image_002.jpg) |
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MaloneBailey, LLP |
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www.malonebailey.com |
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Houston, Texas |
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