Current Report Filing (8-k)
August 17 2017 - 6:04AM
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
August
15, 2017
Date
of Report (Date of earliest event reported)
DIGILITI
MONEY GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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000-53925
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27-2205650
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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18671
Lake Drive East
dellFive
Business Park G
Minneapolis,
MN
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55317
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(952) 698-6980
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 (17 CFR 230.405)
or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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
August 15, 2017, Lurie, LLP (the “Firm”) resigned as the independent registered public accounting firm of
Digiliti
Money Group, Inc.
(the “Company”).
Because the Firm resigned, the Company’s Audit Committee had no alternative but to accept such resignation by the Firm.
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on August 14, 2017, the Company received notification from the Firm on August 12, 2017, that reliance should
not be placed on the Firm’s report relating to the Company’s consolidated financial statements for the year ended
December 31, 2016, and that the Firm has withdrawn their audit report for that year.
The
Company’s previously disclosed investigation into the possible misstatement of its 2016 financial statements has not been
completed and remains open, and accordingly the Firm has no presently known basis for the possible existence of any disagreement
between the Firm and the Company within the definition of Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure; nor is the Firm aware of any reportable events (as
described in Item 304(a)(1)(v) of Regulation S-K). It is possible that the results of the investigation by the Company will yield
information that might affect this conclusion following the Firm’s resignation as the independent auditors of the Company.
The
Firm’s audit report on the consolidated financial statements of the Company for the year ended December 31, 2015, was unqualified
but contained an uncertainty paragraph related to the Company’s ability to continue as a going concern.
During
the fiscal year ended December 31, 2015, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between
the Firm and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure; nor is the Firm aware of any reportable events (as described in Item 304(a)(1)(v) of Regulation S-K) concerning
the auditor’s report for the year ended December 31, 2015.
Pursuant
to Item 304 of Regulation 8-K, the Company submitted a copy of this Form 8-K to the Firm prior to filing with the SEC and requested
the Firm to provide a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of
such letter is filed as Exhibit 99.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
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Exhibits.
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99.1
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Letter
from Lurie, LLP to the SEC, dated April 16, 2017.
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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.
August
16, 2017
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DIGILITI
MONEY, INC.
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By:
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/s/
Bryan Meier
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Bryan
Meier
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Interim
Chief Executive Officer and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
of Exhibit
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99.1
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Letter
from Lurie, LLP to the SEC, dated April 16, 2017.
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