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 27, 2015
LIFEAPPS
DIGITAL MEDIA INC.
(Exact
name of registrant as specified in its charter)
Delaware |
000-54867 |
80-0671280 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
Polo
Plaza, 3790 Via De La Valle, #116E, Del Mar, CA 92014
(Address
of principal executive offices, including zip code)
(858)
577-0500
(Registrant’s
telephone number, including area code)
Not
Applicable
(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))
Item
4.01 Change in Registrant's Certifying Accountant
On
October 27, 2015, Lifeapps Digital Media Inc. (the “Registrant”) was informed by Cutler & Co., LLC (the “Former
Accountant”) that it was merging its SEC auditing practice with Pritchett, Siler & Hardy PC. As a result of this merger,
the Former Accountant resigned as the Registrant’s independent registered public accounting firm as of October 27, 2015.
On October 27, 2015, the Registrant retained Pritchett, Siler & Hardy PC (the “New Accountant”) as its principal
independent accountant. The decision to retain the New Accountant as the principal independent accountant was approved, and the
resignation of the Former Accountant was accepted, by the Registrant’s Board of Directors.
The
Former Accountant issued its audit report on the financial statements of the Registrant for the years ended December 31, 2014
and December 31, 2013 and reviewed the Registrant’s financial statements for the interim periods through June 30, 2015.
The Former Accountant’s report on the financial statements of the Registrant for the year ended December 31, 2014, included
an explanatory paragraph as to the Registrant’s ability to continue as a going concern.
Other
than the going concern uncertainty described above, the audit report of the Former Accountant on the financial statements of the
Registrant for the years ended December 31, 2014 and 2013 contained no adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles.
During
the period of the Former Accountant’s engagement and through the date of this Current Report on Form 8-K, there have been
no disagreements with the Former Accountant (as defined in 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, which disagreements, if not resolved to the satisfaction
of the Former Accountant, would have caused them to make reference thereto in their report on financial statements for any period.
During
the period of the Former Accountant’s engagement and through the date of this Current Report on Form 8-K, there were no
reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
The
Registrant requested the Former Accountant to furnish it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The requested letter has been furnished and is filed herewith as Exhibit 16.1.
During
the period of the Former Accountant’s engagement and through October 26, 2015, neither the Registrant nor anyone on its
behalf has consulted with the New Accountant regarding either:
- The application of accounting
principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the
Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided
that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting,
auditing, or financial reporting issue; or
- Any matter that was either the
subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
The
Registrant requested the Former Accountant to furnish it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The requested letter has been received from the former auditor and is filed with
this Form 8-K as exhibit 16.1.
Item
9.01. Financial Statements and Exhibits.
d) Exhibits.
The
following exhibit is filed as a part of this report:
Exhibit No. |
|
Description |
|
16.1 |
|
Letter, dated
November 11, 2015, from Cutler & Co., LLC |
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.
|
LifeApps Digital Media Inc. |
|
|
|
Date: November 11, 2015 |
By: |
/s/ Robert Gayman |
|
Name: Robert Gayman |
|
Title: Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit
No. | Description |
| | |
| 16.1 | Letter
from Cutler & Co., LLC, dated November 11, 2015 to the Securities and Exchange Commission
regarding statements included in this Form 8-K. |
Exhibit 16.1
November 11, 2015
U.S. Securities and Exchange Commission
100 F. Street
Washington, DC 20549 – 7561
Ladies and Gentlemen
Re: Lifeapps Digital Media Inc.
Commission File No. 000-54867
We have read the statements that we understand
Lifeapps Digital Media Inc. will include under Item 4.01 of the Form 8-K report dated November 11, 2015 and agree with such statements
in so far as they apply to our firm.
We have no basis to agree or disagree with
any other statement made in Item 4.01 of such report.
Sincerely,
/s/Cutlet & Co., LLC
Cutler & Co., LLC
9605
West 49th Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com
LGBTQ Loyalty (CE) (USOTC:LFAP)
Historical Stock Chart
From Apr 2024 to May 2024
LGBTQ Loyalty (CE) (USOTC:LFAP)
Historical Stock Chart
From May 2023 to May 2024