Current Report Filing (8-k)
November 13 2017 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 10, 2017
CONSORTEUM
HOLDINGS, INC.
(Exact name of registrant as specified in its chapter)
Nevada
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000-53153
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45-2671583
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1870 The Exchange, Suite 100
Atlanta, Georgia
(Address of principal executive
offices)
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30135
(Zip Code)
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(888) 603-5161
Registrant’s telephone number, including area code
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
Section 4 - Matters Related to Accountants and Financial
Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) and (b) On November 10, 2017, RBSM
LLP (“RBSM”), the Company’s registered independent accounting firm for its audited financial statements for
the fiscal years ended June 30, 2015, June 30, 2016 and June 30, 2017 included in its comprehensive Annual Report on Form
10-K for such fiscal years filed with the Securities and Exchange Commission on November 8, 2017, informed the Company that it
declined to stand for re-election. As a result, the board of directors appointed LJ Soldinger Associates, LLC
(“LJSA”) and executed and delivered a new engagement agreement for LJSA to serve as our new independent
registered public accounting firm. The decision to retain LJSA as the Company’s independent registered public
accounting firm was approved by the Company’s board of directors on November 10, 2017.
None of the reports of RBSM on the Company’s financial
statements for any of the past three fiscal years contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company’s audited financial
statements contained in its comprehensive Form 10-K for the fiscal years ended June 30, 2017, June 30, 2016 and June 30, 2015 included
an explanatory paragraph describing the uncertainty as to the Company’s ability to continue as a going concern. Further
during such period, there were no disagreements with 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
to the matter in connection with their reports.
During the Company’s two most recent fiscal years
and the subsequent interim period through November 10, 2017, neither the Company nor anyone on its behalf consulted LJSA
regarding either (1) the application of accounting principles to a specified transaction either contemplated 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 LJSA 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 or a reportable event.
The Company provided a copy of this disclosure to RBSM and
requested RBSM to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether RBSM agrees
with the statements made by the Company in this report, and, if not, stating the respects in which they do not agree. A
copy of RBSM’s response is included as an exhibit to this Current Report.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
16.1
Letter dated November 13, 2017 from RBSM regarding the statements made by the Company in this Current Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 13, 2017
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CONSORTEUM HOLDINGS, INC.
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a Nevada corporation
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By:
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/s/ Craig Fielding
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Craig Fielding
Chief Executive Officer
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