Current Report Filing (8-k)
December 22 2015 - 11:05AM
Edgar (US Regulatory)
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 event reported):
December 17, 2015
WHEREVERTV BROADCASTING
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
1-11873 |
13-3886065 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
11390 Palm Beach Blvd., Suite 302 |
|
Fort Myers, Florida |
33905 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (239) 319-2692
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):
| ¨ | 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)) |
EXPLANATORY
NOTE
On
February 19, 2014, WhereverTV Broadcasting Corporation (the “Company”) filed a Current Report on Form 8-K (the “February
8-K”) with the Securities and Exchange Commission (“SEC”) to report that the Company engaged Terry Johnson, CPA
as the Company’s independent registered public accounting firm to audit the Company's financial statements for the fiscal
years ended December 31, 2012 and December 31, 2013, effective immediately.
During
the Company’s two most recent fiscal years ended December 31, 2012 and December 31, 2013 and through the subsequent interim
period to February 14, 2014, the Company did not consult Mr. Johnson with respect to (a) the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements, and neither a written report was provided to the Company or oral advice was provided that Mr.
Johnson concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of Regulation
S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item
4.01 Changes in Registrant’s Certifying Accountant
(a)
In connection with the audits of the two fiscal years ended December 31, 2013 and 2012, and the subsequent interim period preceding
Terry Johnson CPA’s termination, there were no disagreements with Terry Johnson CPA on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope of procedure, which disagreement, if not resolved to the satisfaction
of Terry Johnson CPA would have caused Terry Johnson CPA to make reference to the subject matter of disagreements in connection
with its reports. Terry Johnson CPA did not perform, complete or submit an audit report on the consolidated financial statements
of the Company as of and for the years ended December 31, 2013 and 2012 or any other period and therefore no adverse opinion or
disclaimer of opinion and no information was not qualified or modified as to uncertainty, audit scope or accounting principles.
Terry Johnson CPA officially resigned in June 2015 as a registered independent accounting firm from the Public Company Accounting
Oversight Board due to matters unrelated to WhereverTV Broadcasting Corporation. A copy of the disclosures contained in this Amendment
No. 1 to Current Report on Form 8-K was provided to Terry Johnson CPA in accordance with Item 304(a)(3) of Regulation SK. In addition,
the Company requested that Terry Johnson CPA furnish the Company with a letter addressed to the SEC stating whether or not Terry
Johnson CPA agrees with the above statements. A copy of Terry Johnson CPA’s letter to the Commission, dated December 14,
2015, is attached as an exhibit to this report. (b) On December 17, 2014, the Company engaged Hacker, Johnson & Smith PA as
its registered independent accounting firm, formally replacing Terry Johnson CPA. The Company will request shareholder ratification
of the appointment of Hacker, Johnson & Smith PA as its independent registered public accounting firm at its next meeting of
shareholders. During the two most recent fiscal years, and the subsequent interim period prior to engaging Hacker, Johnson &
Smith PA, neither the Company, nor anyone on its behalf, consulted Hacker, Johnson & Smith PA regarding (i) the application
of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company's financial
statements, or (iii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K). None of the
reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the Company's two most recent fiscal years
and the subsequent interim period through February 14, 2014.
Item
9.01 Financial
Statements
and Exhibits
(d)
Exhibits.
The
following exhibits are filed as part of this report:
Exhibit No. |
Description |
10.1 |
Letter from former independent registered public accounting firm. |
SIGNATURE
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.
Date: December 21, 2015 |
WHEREVERTV BROADCASTING CORPORATION |
|
|
|
By: /s/ Edward D. Ciofani |
|
|
Name: Edward D. Ciofani |
|
|
Title: Chief Executive Officer |
Exhibit 10.1
TERRY L. JOHNSON, CPA
406 Greyford Lane
Casselberry, Florida 32707
Phone 407-721-4753
Fax/Voice Message 866-813-3428
E-mail cpatlj@yahoo.com
December 16, 2015
Securities and Exchange Commission
100 F Street
Washington D.C. 20549
Ladies and Gentlemen:
I have read the Company’s statements included under Explanatory
Note and Item 4.01 in the Form 8-K/A dated December 17, 2015, of WhereverTV Broadcasting Corporation (the “Company”)
to be filed with the Securities and Exchange Commission, and we agree with such statements as they relate to our firm. I have
no basis to, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K/A.
Very truly yours,
/s/ Terry L. Johnson
Terry L. Johnson, CPA
Casselberry, Florida
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