Current Report Filing (8-k)
October 13 2017 - 5:22PM
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):
October 13, 2017 (September 28, 2017)
CLOUD SECURITY CORPORATION
(Exact name of registrant as specified in
its charter)
Nevada
|
000-54440
|
27-4479356
|
(State of other jurisdiction
|
(Commission
|
(IRS Employer
|
of incorporation)
|
File Number)
|
Identification No.)
|
2 Park Plaza, Suite 400
Irvine, CA 92691
(Address of principal executive office)
(949) 769-3536
(Registrant's telephone number, including
area code)
_________________________
(Former name, former address and former
fiscal year, 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
(see General Instruction A.2. below):
¨
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 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 check mark 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
|
CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT
|
On September 28, 2017, Cloud Security Corporation,
a Nevada corporation (the “Company”) was notified by dbb
mckennon
(“DBBM”) that the firm has resigned
as the registered independent registered public accountant.
Other than the disclosure of uncertainty
regarding the ability for us to continue as a going concern which was included in DBBM’s report on the financial statements
for the year ended February 28, 2017 and February 29, 2016, DBBM’s reports on the financial statements of the Company for
the year ended February 28, 2017 and February 29, 2016 did not contain an adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting principles. For the most recent fiscal year and any subsequent
interim period through DBBM's resignation on September 28, 2017, DBBM disclosed the uncertainty regarding the ability of the Company
to continue as a going concern in its accountant’s report on the financial statements.
In connection with the audit and review
of the financial statements of the Company through September 28, 2017, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make reference in connection with DBBM’s opinion to the subject matter of
the disagreement.
In connection with the audited financial
statements of the Company for the year ended February 28, 2017 and February 29, 2016, and subsequent interim unaudited financial
statements through September 28, 2017, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v)
of Regulation S-K.
The Company appointed TAAD LLP (“TAAD”)
as the Company’s registered independent public accounting firm as of October 12, 2017. The decision to appoint TAAD was
approved by the Board of Directors of the Company on October 13, 2017. TAAD was the former auditor of the Company between October
17, 2014 and April 30, 2015.
Between April 30, 2015 and October 12,
2017, the Company did not consult with TAAD regarding (1) the application of accounting principles to specified transactions, (2)
the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided
that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting
issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in
Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided a copy of the foregoing
disclosures to DBBM prior to the date of the filing of this report and requested that DBBM furnish it with a letter addressed to
the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter
furnished in response to that request is filed as Exhibit 16.1 to this Form 8-K.
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
October 13, 2017
|
CLOUD SECURITY CORPORATION
|
|
|
|
/s/ Michael R. Dunn
|
|
Name: Michael R. Dunn
|
|
Title: Chief
Executive Officer
|
|
Chief Financial
Officer
|