Current Report Filing (8-k)
May 04 2015 - 5:32PM
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) May 4, 2015
(April 28, 2015)
VISCOUNT SYSTEMS, INC.
(Exact name of registrant as specified in Charter)
Nevada |
000-49746 |
88-0498181 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
incorporation) |
|
Identification No.) |
4585 Tillicum Street, Burnaby, British Columbia, Canada
V5J 5K9
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (604)
327-9446
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 (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))
1
Item 4.01 Changes in Registrants Certifying Accountant.
On April 28, 2015, Viscount Systems, Inc. (the Company)
dismissed Dale Matheson Carr-Hilton LaBonte LLP (DMCL) as its independent
registered public accounting firm and engaged Marcum LLP as the Companys
independent registered public accounting firm. DMCL audited the Companys
financial statements for the periods ended December 31, 2014 and 2013. The
dismissal of DMCL was approved by the Companys Audit Committee on April 28,
2015. DMCL did not resign or decline to stand for re-election.
Neither the report of DMCL dated March 20, 2015 on the
Companys consolidated balance sheets as of December 31, 2014 and 2013, and the
related consolidated statements of operations and comprehensive loss,
stockholders deficit and cash flows for the years ended December 31, 2014 and
2013, nor the report of DMCL dated March 24, 2014 on the Companys consolidated
balance sheets as of December 31, 2013 and 2012, and the related consolidated
statements of operations and comprehensive loss, stockholders deficit and cash
flows for the years ended December 31, 2013 and 2012, contained an adverse
opinion or a disclaimer of opinion, nor were either such report qualified or
modified as to uncertainty, audit scope, or accounting principles, except that
each of the reports dated March 20, 2015 and March 24, 2014 contained an
explanatory note indicating that there is substantial doubt about the Companys
ability to continue as a going concern.
During the Companys two most recent fiscal years and the
subsequent interim period preceding the Companys decision to dismiss DMCL, the
Company had no disagreements with the firm on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure which disagreement if not resolved to the satisfaction of DMCL would
have caused it to make reference to the subject matter of the disagreement in
connection with its report and no reportable events as defined in Item
304(a)(i)(v) of Regulation S-K were communicated.
During the Companys two most recent fiscal years and the
subsequent interim period prior to retaining Marcum LLP (1) neither the Company
nor anyone on its behalf consulted Marcum LLP regarding (a) 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 Companys financial statements or (b) any matter that was the subject of a
disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v),
respectively, of Regulation S-K, and (2) Marcum LLP did not provide the Company
with a written report or oral advice that they concluded was an important factor
considered by the Company in reaching a decision as to accounting, auditing or
financial reporting issue.
The Company provided DMCL with a copy of this Current Report on
Form 8-K prior to its filing with the Securities and Exchange Commission, and
requested that the firm furnish us with a letter addressed to the Securities and
Exchange Commission stating they agree with the statements made in this Current
Report on Form 8-K. A copy of the letter provided by DMCL is filed as Exhibit
16.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2
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.
Date: |
May 4,
2015 |
|
VISCOUNT SYSTEMS, INC. |
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Dennis Raefield |
|
|
|
Dennis Raefield, President |
3
April 28, 2015
Securities and Exchange Commission
Division of Corporation
Finance
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We are the former independent accountants for Viscount Systems
Inc. (the "Company"). We have been furnished with a copy of the Company's
response to Exhibit #16.1 of Form 8-K disclosing our dismissal as independent
public accountants of the Company. We confirm our agreement with the statements
made in such disclosure insofar as they relate to our firm. We are not in a
position to agree or disagree with the statements in such disclosure regarding
the appointment of or consultations with new independent accountants by the
Company.
Yours truly,
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED
ACCOUNTANTS & BUSINESS ADVISORS
Per: David J. Goertz, CPA, CA
(Incorporated professional: David J. Goertz Inc.)
Viscount Systems (CE) (USOTC:VSYS)
Historical Stock Chart
From Sep 2024 to Oct 2024
Viscount Systems (CE) (USOTC:VSYS)
Historical Stock Chart
From Oct 2023 to Oct 2024