Current Report Filing (8-k)
March 19 2015 - 11:56AM
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): February 17, 2015
DRUG FREE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 333-175525
Nevada |
|
99-036511 |
(State
or other jurisdiction of
Incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
2308
Ocean Drive |
|
|
Manhattan
Beach, CA 90266 |
|
(631)
740-7898 |
(Address
of principal executive offices) |
|
(Registrant’s
telephone number) |
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))
Item
4.01 Changes in Registrant’s Certifying Accounting Firm
Previous
independent registered public accounting firm.
On
February 17th 2015, the Board of Directors of Drug Free Solutions, Inc. (the “Registrant”, “Company”
or “We”) notified PKF O’Conner Davies (“PKF”) that it was dismissing PKF as its independent registered
public accounting firm effective immediately.
The
report of PKF on the financial statements of the Registrant for the fiscal year ended May 31, 2013 and the report on the financial
statements of the Registrant for the fiscal year ended May 31, 2012 of predecessor independent accounting firm M&K CPAS PLLC
(“M&K”) contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles other than an explanatory paragraph as to a going concern.
During
the fiscal years ended May 31, 2013 and 2012 and through February 17, 2015 there have been no;
(i)
disagreements with PKF or M&K on any matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PKF or M&K would have caused
them to make reference to the subject matter of the disagreement(s) in their reports on the financial statements for such
years; or
(ii)
“reportable events”, as that term is described in Item 304(a)(l)(v) of Regulation S-K.
The
Registrant has provided PKF with a copy of this Form 8-K, and has requested that PKF furnish a letter addressed to the United
States Securities and Exchange Commission stating whether or not it agrees with the above statements, and if not, stating the
respects with which is does not agree. A copy of such letter is attached hereto as exhibit 16.1 of this Form 8-K.
(b)
New independent registered public accounting firm.
On
March 15, 2015, The Registrant’s Board of Directors engaged Hartley Moore Accountancy Corporation of Irvine, CA (“HMCPA”)
as its new independent registered public accounting firm effective immediately. In deciding to select HMCPA, the Registrant’s
Board of directors reviewed auditor independence issues and existing commercial relationships with HMCPA and concluded that HMCPA
has no commercial relationship with the Company that would impair its independence for the fiscal year ended May 31, 2014. During
the registrants two most recent fiscal years ended May 31, 2014 and the subsequent interim period through March 15, 2015, the
Registrant did not consult with HMCPA with respect to:
(i)
either: 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, and either a written report was provided to
the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important
factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;
or
(ii)
any matter that was either the subject of a disagreement as defined in paragraph 304(a)(l)(iv) of Regulation S-K or a
reportable event as described in paragraph 304(a)(l)(v) of Regulation S-K.
Item
8.01 Other Events.
Item
9.01
The
following exhibits are filed with this report:
Exhibit Number |
|
Description |
|
|
|
16.1 |
|
Letter
from PKF O’Connor Davies |
SIGNATURE
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: March
19, 2015
|
Drug Free Solutions, Inc. |
|
|
|
By: |
/s/
Genie O’Malley |
|
|
Genie
O’Malley |
|
|
Chief
Executive Officer |
March 18, 2015
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Re: Drug Free Solutions, Inc.
Commission File Number – 333-175525
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K of
Drug Free Solutions, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained
under Item 4.01 therein as they relate to our firm. We have no basis to agree or disagree with other statements of the registrant
contained therein.
PKF O’Connor Davies,
A Division of O’Connor Davies,
LLP
New York, New York
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