Current Report Filing (8-k)
October 31 2018 - 4:33PM
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):
October 25, 2018
VPR BRANDS,
LP
(Exact name of registrant as specified in its
charter)
Delaware
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000-54435
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45-1740641
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3001 Griffin
Road, Fort Lauderdale, FL 33312
(Address of principal executive offices)
(954) 715-7001
(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
(
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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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 [ ]
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 Change in Registrant’s Certifying Accountant
On October 25, 2018, Paritz & Company, P.A.
("Paritz"), the independent registered public accounting firm of VPR Brands, LP (the "Company"),
announced its resignation effective on the same date. As a result, the Company's Board of Directors engaged Prager Metis CPAs
LLC (“Prager”) to serve as the Company's independent registered public accounting firm effective October 25,
2018. The Company’s change in independent registered public accounting firms occurred as a result Prager’s
acquisition of Paritz.
The reports of Paritz on the financial statements of the Company
as of and for the fiscal years ended December 31, 2017 and 2016 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit reports on the financial
statements of the Company for the past two fiscal years contained an uncertainty about the Company’s ability to continue
as a going concern.
During the Company's fiscal years ended December 31, 2017 and 2016
and the subsequent interim period from January 1, 2018 to October 25, 2018, there were no disagreements between the Company and
Paritz 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 Paritz, would have caused Paritz to make reference to the subject matter
of such disagreements in connection with its audit reports on the Company's financial statements for such periods.
During the Company's fiscal years ended December 31, 2017 and 2016
and the subsequent interim period from January 1, 2018 to October 25, 2018, there were no reportable events within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Paritz with a copy of the disclosures in
this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”)
and has requested that Paritz furnish the Company with a letter addressed to the Commission stating whether or not Paritz agrees
with the above statements and, if not, stating the respects in which it does not agree. A copy of Partiz’s letter to the
Commission is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On October 25, 2018, the Company’s Board
of Directors engaged Prager to serve as the Company's independent registered public accounting firm effective October 25, 2018.
During the Company’s two most recent fiscal years and through October 25, 2018, neither the Company nor anyone acting on
the Company’s behalf consulted Prager with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i)
and (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) 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.
Dated: October 31, 2018
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VPR BRANDS, LP
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By:
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/s/ Kevin Frija
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Kevin Frija
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Chief Executive Officer and Chief Financial Officer
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