Current Report Filing (8-k)
January 22 2015 - 12:33PM
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): January 21, 2015
SPRIZA,
INC.
(Exact name
of registrant as specified in its charter)
| Nevada |
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333-185669 |
|
90-0888324 |
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
111 Penn Street
El Segundo, CA |
|
90245 |
| (Address of principal executive offices) |
|
(Zip Code) |
(403) 614-4441
(Registrant’s telephone number, including
area code)
_______________________________________________________________________________
(Former name 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 (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)) |
ITEM 4.01 CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANT.
Previous
independent registered public accounting firm
(a) On January 20, 2015, Spriza, Inc. (the
“Registrant” or the “Company”) was notified by L.L. Bradford & Company, LLC
(“Bradford”) that the firm resigned as the Registrant’s independent registered
public accounting firm. Except
as noted in the paragraph immediately below, the reports of Bradford on the
Company’s financial statements for the years ended December 31, 2013,
December 31, 2014 and for the period then ended
did not contain an adverse opinion or disclaimer of opinion, and such reports
were not qualified or modified as to uncertainty, audit scope, or accounting
principle.
The reports of Bradford on the Company’s
financial statements as of and for the year ended December 31, 2013 contained
the explanatory paragraphs which noted that there was substantial doubt as
to the Company’s ability to continue as a going concern as the Company has reported
a net loss of for the year ended December 31, 2013 and had an accumulated
deficit as of December 31, 2013 that raises doubt about its ability to continue
as a going concern.
During the years ended December 31, 2013
and December 31, 2014 through January 20, 2015, the Company has not had any
disagreements with Bradford on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to Bradford’s satisfaction, would have caused
them to make reference thereto in their reports on the Company’s financial
statements for such periods.
During the years ended December 31, 2013
and December 31, 2014 through January 20, 2015, there were no reportable
events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Bradford with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter from Bradford is attached hereto as Exhibit 16.1
New independent registered public accounting firm
On January 21, 2015 (the “Engagement Date”), the
Company engaged RBSM, LLP (“RBSM ”) as its independent registered public
accounting firm for the Company’s fiscal year ended December 31, 2014. The
decision to engage RBSM as the Company’s independent registered public
accounting firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years and
through the Engagement Date, the Company has not consulted with RBSM regarding
either:
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1.
|
the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
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2.
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any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
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Item 9.01 Financial Statements and Exhibits
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(a)
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Financial statements of businesses acquired.
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Not applicable
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(b)
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Pro forma financial information.
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Not applicable
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(c)
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Shell company transactions.
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Not applicable
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SPRIZA, INC. |
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| Dated: January 21, 2015 |
By: |
/s/ Rob Danard |
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Rob Danard |
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Chief Executive Officer |
EXHIBIT 16.1
L.L. BRADFORD & COMPANY, LLC
Las Vegas, Nevada
January 21, 2015
Securities and
Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Spriza, Inc. (the “Company”)
Form 8-K dated January 21, 2015, and are in agreement with the statements
relating only to L.L. Bradford & Company, LLC contained therein. We have no
basis to agree or disagree with other statements of the Company contained
therein.
Very truly yours,
L.L. BRADFORD & COMPANY, LLC
Spriza (CE) (USOTC:SPRZ)
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