8K
8-K 1 f8k072514_icplaces.htm CURRENT REPORT
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 even reported) July 25th, 2014
IC Places, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-53278 42-1662836
(State or other jurisdiction of
incorporation) (Commission File Number) (IRS Employer
Identification No.)
3915 San Fernando Rd. Glendale, California 91204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (323) 362-2428
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 240.14[a-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
IC Places, Inc.. (the “Company”) has dismissed DKM Certified Public Accountants, 2451 N. McMullen Booth Road, Suite 308, Clearwater, FL, 33759 (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of July 20th, 2014, and has engaged Hartley Moore Accountancy Corporation, 2400 E. Katella, Suite 862 Anaheim CA. 92806 (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the quarter ended June 30, 2014. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
Item 4.01(a) Previous Independent Accountants
(i) On July 20th, 2014, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.
(ii) The report of the Former Accounting Firm of the Company's financial statements as of and for the quarter ended May 2014, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The reports of the Former Accounting Firm on the Company’s financial statements as of and for the quarter ended May 2014 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception and existing uncertain conditions which the Company faces relative to its obtaining capital in the equity markets.
(v) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants at a Board of Director’s meeting on July 20th, 2014.
(iv) During the period from January 2008 through July, 2014, there (i) have been no disagreements with the Former Accounting Firm 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 Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events of the kind in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K.
Item 4.01(b) New Independent Accountants
On July 14th, 2014, the Company engaged Hartley Moore Accountancy Corporation, (the “New Accounting Firm”) as our independent accountants for the year ending June 30, 2014. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on July 14th, 2014.
The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to its appointment as New Accounting Firm regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
Exhibits
16.1 Letter from DKM Certified Public Accountants
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.
IC Places, Inc.
Date: July 22, 2014 By: /s/ Steven M Samblis
Steven M Samblis
Chief Executive Officer
4
8-K 1 f8k072514_icplaces.htm CURRENT REPORT
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 even reported) July 25th, 2014
IC Places, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-53278 42-1662836
(State or other jurisdiction of
incorporation) (Commission File Number) (IRS Employer
Identification No.)
3915 San Fernando Rd. Glendale, California 91204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (323) 362-2428
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 240.14[a-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
IC Places, Inc.. (the “Company”) has dismissed DKM Certified Public Accountants, 2451 N. McMullen Booth Road, Suite 308, Clearwater, FL, 33759 (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of July 20th, 2014, and has engaged Hartley Moore Accountancy Corporation, 2400 E. Katella, Suite 862 Anaheim CA. 92806 (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the quarter ended June 30, 2014. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
Item 4.01(a) Previous Independent Accountants
(i) On July 20th, 2014, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.
(ii) The report of the Former Accounting Firm of the Company's financial statements as of and for the quarter ended May 2014, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The reports of the Former Accounting Firm on the Company’s financial statements as of and for the quarter ended May 2014 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception and existing uncertain conditions which the Company faces relative to its obtaining capital in the equity markets.
(v) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants at a Board of Director’s meeting on July 20th, 2014.
(iv) During the period from January 2008 through July, 2014, there (i) have been no disagreements with the Former Accounting Firm 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 Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events of the kind in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K.
Item 4.01(b) New Independent Accountants
On July 14th, 2014, the Company engaged Hartley Moore Accountancy Corporation, (the “New Accounting Firm”) as our independent accountants for the year ending June 30, 2014. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on July 14th, 2014.
The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to its appointment as New Accounting Firm regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
Exhibits
16.1 Letter from DKM Certified Public Accountants
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.
IC Places, Inc.
Date: July 22, 2014 By: /s/ Steven M Samblis
Steven M Samblis
Chief Executive Officer
4
