Current Report Filing (8-k)
October 30 2015 - 5:11AM
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 29, 2015 (October 23, 2015)
CANADIAN CANNABIS CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-54915 |
|
45-3327444 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
100
Rutherford Road South
Brampton,
Ontario, Canada |
|
L6W
3J5 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866) 790-3324
(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:
☐ |
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 |
Changes in Registrant’s Certifying Accountant. |
(a) |
Prior Independent Registered Public Accounting Firm |
On
October 23, 2015, following approval by the Board of Directors of Canadian Cannabis Corp. (the “Company”), the Company
dismissed Hartley Moore Accountancy Corporation (“HMAC”) as the Company’s independent registered public accounting
firm.
HMAC
has served as the Company’s independent registered public accounting firm since its appointment on July 7, 2014. Therefore,
HMAC has only issued one report on the Company’s financial statements, for the fiscal year end December 31, 2014. HMAC’s
report on the Company’s financial statements for the fiscal year end December 31, 2014, did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that
the report of HMAC on the Company’s financial statements for the fiscal years end December 31, 2014, contained an explanatory
paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.
There
were no reportable events under Item 304(a)(1)(v) of Regulation S-K during each of the Company’s fiscal years ended December
31, 2014, and September 30, 2013, and the interim three-month quarterly periods ended March 31, 2015, June 30, 2015, and September
30, 2015, and the interim period up to the date of the dismissal of HMAC, except for the fact that HMAC advised the Company of
material weaknesses due to the lack of certain controls necessary for the Company to prepare reliable financial statements and
disclosures for the year ended December 31, 2014. Also, during those periods, there were no disagreements (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with HMAC 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 HMAC, would have caused HMAC to make reference to the subject matter of the disagreements in connection
with its reports.
The
Company provided HMAC with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”)
prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company has requested
that HMAC furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of HMAC’s
letter dated October 28, 2015 is attached as Exhibit 16.1 hereto.
(b) |
New Independent Registered Public Accounting Firm |
As
of October 23, 2014, the Company engaged the services of SRCO Professional Corporation (“SRCO”) as the Company’s
new independent registered public accounting firm, following approval of the engagement by the Board of Directors.
During
the Company’s fiscal years ended December 31, 2014, and September 30, 2013, and the subsequent interim period through October
23, 2015, neither the Company nor anyone on its behalf consulted with SRCO with respect to (a) 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 Company’s
consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that
SRCO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation S-K), or a reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits:
|
Exhibit |
|
Description |
|
|
|
|
|
16.1 |
|
Letter
from Hartley Moore Accountancy Corporation to the Securities and Exchange Commission,
dated October 28, 2015 |
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 thereunto duly authorized.
|
|
Canadian
Cannabis Corp. |
|
|
(Registrant) |
|
|
|
Date:
October 29, 2015 |
|
By: |
/S/
Benjamin Ward |
|
|
|
Benjamin
Ward
CEO,
President, and Director |
3
Exhibit 16.1
Hartley
Moore Accountancy Corporation
19781 Sky Park Circle, Suite H
Irvine,
CA 92614
Tel: (949) 438-4730
October 28, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington,
D.C. 20549
Commissioners:
We have read the statements made by Canadian Cannabis Corp. (copy attached), which we understand will be filed
with the Securities and Exchange Commission, pursuant to item 4.01 of Form 8-K, as part of the Form 8-K of Canadian Cannabis Corp.
dated October 29, 2015. We agree with the statements concerning our Firm in such Form 8-K. We have no basis to agree or disagree
with other statements made under Item 4.01, other than to note that it was our understanding that the Company had engaged SRCO
Professional Corporation, the successor auditor appointed per the announcement in this Form 8-K, in the role of consultant to the
Company in August 2015 as part of the completion of the audit we were engaged to perform for the year ended December 31, 2014.
Sincerely,
Hartley Moore
Accountancy Corporation.