Current Report Filing (8-k)
December 14 2018 - 1:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 of 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): October 12, 2018
Life
Clips, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Wyoming
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000-55697
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46-2378100
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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18851
NE 29th Ave., Suite 700 - PMB# 348, Aventura, FL
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33180
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(Address
of principal executive offices)
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(Zip
Code)
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(800)
292-8991
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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 [X]
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 Changes in Registrant’s Certifying Accountant.
On
December 10, 2018, Life Clips Inc. (the “Company”) dismissed L&L CPAS, PA (“L&L”) as its independent
registered public accounting firm. The dismissal was approved by the Company’s Board of Directors on December 10, 2018.
During the fiscal years ended June 30, 2016 and 2017
and the subsequent interim period through
December 10, 2018, there were no (i) disagreements between the Company and L&L on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, any of which, if not resolved to L&L’s satisfaction,
would have caused L&L to make reference thereto in its audit report on the financial statements of the Company for such years,
or (ii) “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company provided L&L with a copy of this disclosure before its filing with the SEC. The Company requested that L&L provide
us with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of the letter from L&L
is attached hereto as Exhibit 16.1
New
Independent Registered Public Accounting Firm
The
Company’s Board of Directors appointed Accell Audit & Compliance (“Accell”) as its new independent registered
public accounting firm, effective as of December 10, 2018. During the two most recent fiscal years and through the date of the
Company’s engagement of Accell, the Company did not consult with Accell regarding either (1) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation
S-K Item 304(a)(1)(v)), during the two most recent fiscal years.
Prior
to engaging Accell, Accell did not provide the Company with either written or oral advice that was an important factor considered
by the Company in reaching a decision to engage Accell as its independent accounting firm.
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 report to be signed on its behalf
by the undersigned hereunto duly authorized.
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LIFE
CLIPS, INC.
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Dated:
December 14, 2018
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/s/
Victoria Rudman
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Victoria
Rudman, Interim Chief Executive Officer
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