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): February
25, 2015
Altovida, Inc.
(Exact name of registrant as specified in its
charter)
| Nevada |
333-176736 |
45-2759045 |
|
(State or other jurisdiction of incorporation)
|
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
BioCity Scotland, Newhouse
Lanarkshire, UK ML1 5UH |
| (Address of principal executive offices) |
+44 1698 53 9797
(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.
Previous independent registered
public accounting firm
On February 25, 2015, Altovida,
Inc. (the “Registrant” or the “Company”) was notified by L.L. Bradford & Company, LLC (“Bradford”)
that the firm resigned as the Registrant’s independent registered public accounting firm. Except as noted in the paragraph
immediately below, the reports of Bradford on the Company’s financial statements for the years ended July 31,
2014 and 2013, did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as
to uncertainty, audit scope, or accounting principle.
The reports of Bradford
on the Company’s financial statements as of and for the years ended July 31, 2014 and 2013 contained explanatory paragraphs
which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has
negative working capital that raises doubt about its ability to continue as a going concern.
During the years ended
July 31, 2014 and 2013 and through February 25, 2015, the Company has not had any disagreements with Bradford on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to Bradford’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s
financial statements for such periods.
During the years ended
July 31, 2014 and 2013, and through February 25, 2015, there were the following “reportable events” (as such term is
defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended October
31, 2014, the Company’s management determined that the Company’s internal controls over financial reporting were not
effective as of the end of such period due to the existence of material weaknesses related to the following:
i.
inadequate segregation of duties and effective risk assessment; and
ii.
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and
application of both US GAAP and SEC guidelines.
These material weaknesses
have not been remediated as of the date of this Current Report on Form 8-K.
Other than as disclosed
above, there were no reportable events during the years ended July 31, 2014 and 2013, and through February 25, 2015. The Company’s
Board of Directors discussed the subject matter of each reportable event with Bradford. The Company authorized Bradford to respond
fully and without limitation to all requests of RBSM concerning all matters related to the audited period by Bradford, including
with respect to the subject matter of each reportable event.
The Company provided Bradford
with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities
& Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter from Bradford is attached
hereto as Exhibit 16.1
New independent registered public accounting firm
On February 25,
2015 (the “Engagement Date”), the Company engaged RBSM, LLP (“RBSM ”) as its independent registered public
accounting firm for the Company’s fiscal year ended July 31, 2015. The decision to engage RBSM as the Company’s independent
registered public accounting firm was approved by the Company’s Board of Directors.
During the two most recent
fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either:
| 1. | the application of accounting principles to any specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was
provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or |
| 2. | any matter that was either the subject of a disagreement (as defined in paragraph (a) (1) (iv)
of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a) (1) (v)
of Item 304 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,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Altovida, Inc. |
|
|
|
| Date: February 25, 2015 |
By: |
/s/ Lorna Peers |
|
|
Lorna Peers, |
|
|
Director and Chief Financial Officer |
L.L. BRADFORD & COMPANY, LLC
Las Vegas, Nevada
February 25, 2015
Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561
Dear Sirs/Madams:
We have read Item 4.01
of Altovida, Inc. (the “Company”) Form 8-K dated February 25, 2015, and is in agreement with the statements relating
only to L.L. Bradford & Company, LLC contained therein. We have no basis to agree or disagree with other statements of the
Company contained therein
Very truly yours,
/s/ L.L. BRADFORD &
COMPANY, LLC