0001214659-17-007072.txt : 20171201 0001214659-17-007072.hdr.sgml : 20171201 20171201160133 ACCESSION NUMBER: 0001214659-17-007072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171127 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 233023677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31927 FILM NUMBER: 171234205 BUSINESS ADDRESS: STREET 1: 409 BOOT ROAD CITY: DOWNINGTOWN STATE: PA ZIP: 19335 BUSINESS PHONE: 212-994-7002 MAIL ADDRESS: STREET 1: 409 BOOT ROAD CITY: DOWNINGTOWN STATE: PA ZIP: 19335 FORMER COMPANY: FORMER CONFORMED NAME: LASERLOCK TECHNOLOGIES INC DATE OF NAME CHANGE: 20001004 8-K 1 r11281718k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2017
 
 
VerifyMe, Inc.
(Exact Name of Registrant as Specified in Charter) 
 
 
Nevada
 
000-31927
 
23-3023677
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
409 Boot Road
Downington, PA
 
19335
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code (212) 994-7002

  _____________________________________
 (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 (see General Instruction A.2. below):
 
☐
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
  
Item 4.01
Changes in Registrant’s Certifying Accountant.
 
On November 27, 2017, the Audit Committee (the “Audit Committee”) of VerifyMe, Inc. (the “Company”) approved the dismissal of Morison Cogen LLP (“Former Auditor”) as the Company’s independent registered public accountant.
 
During the Company’s two most recent fiscal years, and through the date of their dismissal: (i) there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
 
The Company has provided the Former Auditor with a copy of this Form 8-K and requested that the Former Auditor provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not the Former Auditor agrees with the above disclosures. A copy of the Former Auditor’s letter, dated November 27, 2017, is attached as Exhibit 16.1 to this Form 8-K.
 
 
Item 9.01
Financial Statements and Exhibits.  
 
 
(d)
Exhibits.
 
Exhibit No.
Exhibit
 
16.1
 
 
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 thereunto duly authorized.

 
  VerifyMe, Inc. 
 
 
 
 
       
       
Date: December 1, 2017
By:
/s/ Patrick White
 
 
 Name: 
Patrick White
 
 
Title:
 President
 
 
 
 
 EX-16.1 2 ex16_1.htm EXHIBIT 16.1
Exhibit 16.1



November 27, 2017



Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Ladies and Gentlemen:

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 27, 2017, to be filed by our former client, VerifyMe, Inc.. We agree with the statements made in response to that Item insofar as they relate to our Firm, and that none of the reportable conditions under item 304(a)(1)(v) of Regulation S-K occurred.

Additionally, we are not in a position to agree or disagree with VerifyMe, Inc.’s statement that the change was approved by the Company’s Audit Committee.


Very truly yours,


/s/ MORISON COGEN LLP

Morison Cogen LLP
Blue Bell, Pennsylvania