Current Report Filing (8-k)
October 17 2018 - 2:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 0R 15 (D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
October 8, 2018
REIGN
SAPPHIRE CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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47-2573116
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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9465
Wilshire Boulevard, Beverly Hills, CA
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90212
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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:
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(213)
457-3772
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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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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))
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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. ☒
Forward-Looking
Statements
This
Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking
statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use
of words such as “expects,” “plans,” “will,” “forecasts,” “projects,”
“intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they
do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results
and product and development programs. One must carefully consider any such statement and should understand that many factors could
cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad
variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can
be guaranteed and actual future results may vary materially.
Information
regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available
to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes
of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors
of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future
market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking
statement. As a result, investors should not place undue reliance on these forward-looking statements.
ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
October 8, 2018, the Company dismissed Hall & Company (“Hall”) as its independent registered accounting firm and
engaged Benjamin & Young LLP CPA as its new independent registered accounting firm, which was approved by the Company’s
board of directors.
Since
Hall’s appointment as our independent registered accounting firm on March 9, 2016 and through October 8, 2018, which included
its audits of our financial statements and reviews of Forms 10-K for the years ended December 31, 2017, 2016 and 2015, and reviews
of the quarterly Forms 10-Q for the years ended December 31, 2017 and 2016, as well as a review of the Form 10-Q for the periods
ended June 30, 2018 and March 31, 2018, there were (i) no disagreements between the Company and Hall on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved
to the satisfaction of Hall, would have caused Hall to make reference thereto in their reports on the financial statements for
such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The report
of Hall on the Company’s consolidated financial statements for the years ended December 31, 2017 and 2016 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 reports contained a modification to the effect that there was substantial doubt as to the Company’s
ability to continue as a going concern.
The
Company provided Hall with a copy of this Form 8-K and requested that Hall furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not Hall agrees with the above statements. A copy of such letter, dated October 8,
2018 is attached as Exhibit 16.1.
On
October 8, 2018 the Registrant engaged Benjamin & Young LLP CPA (“B&Y”) as the Registrant’s new independent
registered public accounting firm. B&Y will be reviewing the financial statements that are to be included in the Quarterly
Report for the period ended September 30, 2018. B&Y did not prepare or provide any financial reports for any periods prior
to the date of engagement, nor did it prepare or provide any financial reports for, or prior to the year ended December 31, 2017.
Neither the Company, nor any person on behalf of the Company, consulted with B&Y during the Company’s two most recent
fiscal years or the subsequent interim period prior to the engagement of B&Y and the dismissal of Hall.
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 thereunto duly authorized.
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REIGN
SAPPHIRE CORPORATION
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Date:
October 17, 2018
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By:
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/s/
Joseph Segelman
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Joseph
Segelman
Chief
Executive Officer
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