Current Report Filing (8-k)
December 15 2022 - 04:06PM
Edgar (US Regulatory)
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2022-12-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
December 9, 2022
LGBTQ LOYALTY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-54867
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80-0671280
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
No.)
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(I.R.S.
Employer
Identification
No.)
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2435 Dixie Highway,
Wilton Manors,
FL
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33305
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(Address
of Principal Executive Offices) |
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(Zip
Code) |
Registrant’s
telephone number, including area code:
(954)-947-6133
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol
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Name
of exchange on which registered
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N/A |
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N/A |
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N/A |
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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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Unless
otherwise provided in this Current Report on Form 8-K, all
references to “we,” “us,” “our,” “LGBTQ Loyalty” or the “Company”
refer to the Registrant, LGBTQ Loyalty Holdings,
Inc.
Item
4.01 Changes in Registrant’s Certifying Accountant
On
December 9, 2022, Haynie & Company (“Haynie”), submitted their
resignation as the independent registered public accounting firm of
the Company with immediate effect.
The
report of Haynie on the Company’s financial statements for the
years ended December 31, 2021 and December 31, 2020 did not contain
any adverse opinion or a disclaimer of opinion and was not
qualified or modified as to audit scope or accounting principles,
except that there was an explanatory paragraph describing
conditions that raised substantial doubt about the Company’s
ability to continue as a going concern.
During
the fiscal years ended December 31, 2021 and December 31, 2020 and
the subsequent interim periods through June 30, 2022, (the “Review
Periods”) (i) there were no disagreements between the Company and
Haynie on any matters of accounting principles or practices,
financial statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of Haynie would have
caused Haynie to make reference to the matter of the disagreement
in connection with its report on the Company’s financial statements
and (ii) there were no “reportable events” (as that term is
described in Item 304(a)(1)(v) of Regulation S-K), except that the
Company’s internal control over financial reporting was not
effective due to the existence of material weaknesses, as disclosed
in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021.
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● |
Management
noted that the Company does not have an audit committee. While we
are not currently obligated to have an audit committee, including a
member who is an “audit committee financial expert,” as defined in
Item 407 of Regulation S-K, under applicable regulations or listing
standards, it is management’s view that such a committee is an
important internal control over financial reporting, the lack of
which may result in ineffective oversight in the establishment and
monitoring of internal controls and procedures. |
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● |
Management
noted that it has inadequate segregation of duties. We have an
inadequate number of personnel to properly implement control
procedures. |
The
Company has provided Haynie with a copy of the foregoing
disclosure, and requested that Haynie furnish the Company with a
letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with such disclosure. A copy of the letter
from Haynie addressed to the Securities and Exchange Commission
dated as of December 14, 2022 is filed as Exhibit 16.1 to this Form
8-K.
The
Company is currently interviewing qualified PCAOB audit firms to
engage to audit and review the Company’s financial statements as
required pursuant to the Securities Exchange Act of 1934, as
amended. The Company shall file an amendment to this Current Report
on Form 8-K once it has engaged an new independent registered
accounting firm, which it expects to do as soon as
possible.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and 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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LGBTQ
Loyalty Holdings, Inc. |
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By: |
/s/
Robert A. Blair |
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Name: |
Robert
A. Blair |
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Title: |
Chief
Executive Officer |
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Dated:
December 14, 2022 |
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