Current Report Filing (8-k)
October 15 2013 - 4:34PM
Edgar (US Regulatory)
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 11, 2013
American Heritage International Inc.
(Exact name of registrant
as specified in its charter)
Nevada |
333-181784 |
71-1052991 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2087 Desert Prairie St.
Las Vegas, Nevada |
89135 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (702)
557-9332
___________________________________________________
(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 (17CFR 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)) |
SECTION 4- Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On October 11, 2013, LBB & Associates Ltd., LLP (the
“Former Accountant”) was dismissed as the Company’s accountant. The Company has engaged L.L. Bradford &
Company (“New Accountant”) as its principal accountants effective October 11, 2013. The decision to change
accountants was approved by the Company’s board of directors.
The Former Accountant’s audit reports on the financial statements
of the Company for the fiscal years ended December 31, 2012 and 2011 contained no adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial
statements of the Company for the fiscal years ended December 31, 2012 and 2011 contained an uncertainty about the Company’s
ability to continue as a going concern.
During the fiscal years ended December 31, 2012 and 2011, and through
the interim period ended June 30, 2013, there were no “disagreements” (as such term is defined in Item 304 of Regulation
S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to
make reference thereto in their reports on the financial statements for such periods.
During the fiscal years ended December 31, 2012 and 2011, and through
the interim period ended June 30, 2013, there were the following “reportable events” (as such term is defined in Item
304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended June 30,
2013, the Company’s management determined that the Company’s internal controls over financial reporting were not effective
as of the end of such period.
Other than as disclosed above, there were no reportable events during
the fiscal years ended December 31, 2012 and 2011, and through the interim period ended June 30, 2013. The Company’s Board
of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former
Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the
audited period by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult
with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter
that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304
of Regulation S-K).
On October 11, 2013, the Company provided the Former Accountant with
its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that
the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or
not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form
8-K.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and 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 hereunto duly authorized.
American Heritage International Inc.
/s/ Anthony Sarvucci
Anthony Sarvucci
Chief Executive Officer
Date: October 15, 2013
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