Amended Current Report Filing (8-k/a)
31 Marzo 2016 - 3:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest
event reported): March 31, 2016 (April 21, 2015)
CAPITAL ART, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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27-0746744
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(State or other jurisdiction of incorporation
or organization)
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(IRS Employer Identification No.)
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6445 South Tenaya Way, B-130
Las Vegas, Nevada
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89113
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702-722-6113
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(Address of principal executive office)
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(Zip Code)
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(Registrant’s telephone number, Including area code)
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_________________________________________
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K fi ling is intended
to simultaneously satisfy the fi ling 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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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EXPLANATORY
NOTE
This Amendment No. 1 to Form 8-K (this “First
Amendment”) as originally filed with the Securities and Exchange Commission (“SEC”) on March 28, 2016 (the “Original
Filing”) by Capital Art, Inc., a Delaware corporation (the “Company,”, restates, supplements and clarifies the
information set forth in the Original Filing.
Section 4 Matters Related to Accountants
and Financial Statements
Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a) The Board of Directors of the Company approved the
decision to change accounting firms based on the recommendation of the Chief Executive Officer, effective as of April 21, 2015.
The Company does not have an audit committee or similar committee. HJ Associates & Consultants, LLP was the accounting firm
for the Company pre-merger. The new firm, Eide Bailly LLP, was the accounting firm for MSN prior to the merger, and was familiar
with the reverse merger transaction. There were no adverse opinions by the prior firm or a disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope, or accounting principles. Eide Bailly LLP was retained April 21, 2015, as indicated
in the financial statements filed with the First Amendment to the Form 10, and has been engaged as the Company’s independent
registered public accounting firm for the year ending, December 31, 2015.
The Company has supplied the former accountants,
HJ Associates & Consultants, LLP, with the disclosures we are making to date. The Company did not previously request a letter
addressed to the SEC from HJ Associates & Consultants, LLP stating whether HJ Associates & Consultants, LLP agrees with
the above statements. The Company sent the Original Filing to HJ Associates & Consultants, LLP, resulting in this First Amendment
as part of the response. As the letter has now been received, the Company has attached hereto as an Exhibit instead of as a further
amendment to the Form 10, as originally stated in the Original Filing. The Company has authorized the former accountant to respond
fully to the inquiries of the successor accountant..
(b) During the year ended December 31, 2012, the Company did
not consult Eide Bailly LLP regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
16.01 Letter from HJ Associates & Consultants, LLP dated
March 31, 2016 to SEC.
SIGNATURES
Pursuant to the requirements the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf buy the undersigned, thereunto duly authorized.
Date: March 31, 2016
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CAPITAL ART, INC.
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By:
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/s/ Sean Goodchild
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Sean Goodchild
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Chief Executive Officer
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