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): November
30, 2015
Precious Investments, Inc.
(Exact name of registrant as specified in its
charter)
Nevada |
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333-195306 |
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90-0338080 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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133 Richmond
Street West, Suite 310
Toronto, Ontario Canada |
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M5H-2L3 |
(Address of principal executive offices) |
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(Zip Code) |
416-878-3377
(Registrant’s telephone number, including
area code)
(Former name if changed since last report)
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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:
☐ 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.
Previous independent registered
public accounting firm
On November 30, 2015, Precious Investments, Inc. (the “Registrant”
or the ‘Company”) dismissed Thayer O’Neal Company, LLC (“Thayer”) as the Registrant’s independent
registered public accounting firm. Except as noted in the paragraph immediately below, the report of Thayer on the Company’s financial
statements for the year ended July 31, 2015 did not contain an adverse opinion or disclaimer of opinion, and such reports were
not qualified or modified as to uncertainty, audit scope, or accounting principle.
The report of Thayer on the Company’s
financial statements as of and for the year ended July 31, 2015 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 suffered recurring losses
from operations and has a net capital deficiency.
During the year ended July 31, 2015 and through
November 30, 2015, the Company has not had any disagreements with Thayer on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Thayer’s satisfaction, would
have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.
During the year ended July 31, 2015 and through
November 30, 2015, there were the following “reportable events” (as such term is defined in Item 304 of Regulation
S-K). As disclosed in Part II, Item 9A. of the Company’s Form 10-K for the year ended July 31, 2015, the Company’s
management determined that the Company’s internal controls over financial reporting were not effective as of the end of such
period due to the existence of material weaknesses related to the following:
- inadequate segregation of duties and effective risk assessment; and
- insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
These material weaknesses have not been remediated
as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no
reportable events during the fiscal year ended July 31, 2015, and through the interim period ended November 30, 2015. The Company’s
Board of Directors discussed the subject matter of each reportable event with Thayer. The Company authorized Thayer to respond
fully and without limitation to all requests of MNP LLP concerning all matters related to the audited period by Thayer, including
with respect to the subject matter of each reportable event.
The Company provided Thayer with a copy of
this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange
Commission stating whether or not it agrees with the above statements.
A copy of the letter from Thayer is attached
hereto as Exhibit 16.1
New independent registered public accounting firm
On November 30, 2015 (the “Engagement
Date”), the Company engaged MNP LLP (“MNP”) as its independent registered public accounting firm for the Company’s
fiscal year ending July 31, 2016. The decision to engage MNP as the Company’s independent registered public accounting firm
was approved by the Company’s Board of Directors.
During the two most recent fiscal years and
through the Engagement Date, the Company has not consulted with MNP regarding either:
| 1. | the application of accounting principles to any specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was
provided to the Company nor oral advice was provided that MNP concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or |
| 2. | any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of
Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of
Item 304 of Regulation S-K). |
2
Item 9.01 Financial Statements and
Exhibits
(a) |
Financial statements of businesses acquired. |
Not applicable
(b) |
Pro forma financial information. |
Not applicable
(c) |
Shell company transactions. |
Not applicable
Exhibit
No. |
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Description
of Exhibit |
16.1 |
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Letter from Thayer O’Neal Company, LLC |
3
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 hereunto duly authorized.
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PRECIOUS INVESTMENTS, INC. |
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Dated: December 1, 2015 |
By: |
/s/ Nataliya Hearn |
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Name: Nataliya Hearn |
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Title :Chief Executive Officer |
Exhibit 16.1
December 1, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549-7561
Dear Sirs/Madams:
We have
read Item 4.01 of Precious Investments, Inc. Form 8-K dated November 30, 2015 and agree with the statements made therein as
they relate to Thayer O’Neal Company, LLC.
Yours Truly
/s/ Thayer O’Neal Company, LLC |
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Sugar Land, Texas |
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