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): October 14, 2014
SEANIEMAC INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54007 | 20-4292198 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File No.) |
(IRS
Employer Identification No.) |
780 New York Avenue, Suite A Huntington, New York |
11743 | |
| (Address of principal executive offices) | (Zip Code) |
(386) 409-0200
Registrant’s telephone number, including area code
Not applicable.
(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 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.
(a) Prior independent registered public accounting firm
On October 14, 2014, the Board of Directors of Seaniemac International, Ltd. (the “Company”) accepted the resignation of its independent registered public accounting firm Baker Tilly Virchow Krause, LLP (“Baker Tilly”). Baker Tilly audited the Company’s financial statements for the fiscal years ended December 31, 2013 and 2012.
The reports of Baker Tilly on the Company’s financial statements for the fiscal years ended December 31, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles, except that both such reports raised substantial doubts on our ability to continue as a going concern as a result of the Company’s continued losses from operations since inception, and had both stockholders’ and working capital deficiencies.
During our two most recent fiscal years and through the date of resignation, (a) the Company had no disagreements with Baker Tilly 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 Baker Tilly would have caused it to make reference to the subject matter of the disagreement in connection with its reports and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Baker Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that the firm furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided by Baker Tilly is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New independent registered public accounting firm
On October 16, 2014, our Board of Directors approved the engagement of RBSM LLP (“RBSM”) as our independent registered public accounting firm and RBSM was engaged on October 16, 2014. During the Company’s two most recent fiscal years ended December 31, 2013 and 2012 and from January 1, 2014 through October 15, 2014, neither the Company nor anyone on its behalf consulted RBSM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to the Company that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 16.1 | Letter of Baker Tilly Virchow Krause, LLP dated October 17, 2014. |
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.
| SEANIEMAC INTERNATIONAL, LTD. | ||
| Date: October 20, 2014 | By: | /s/ Barry Brookstein |
| Barry Brookstein, Chief Executive Officer | ||
EXHIBIT 16.1
Baker Tilly Virchow Krause, LLP
October 17, 2014
U.S. Securities and Exchange Commission
Office of the Chief Accountant
100F Street Northeast
Washington, DC 20549-2000
Re: Seaniemac International, Ltd. – SEC File No. 000-54007
Commissioners:
We have read the statements made by Seaniemac International, Ltd. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01(a) of Form 8-K, as part of the Form 8-K of Seaniemac International, Ltd. dated October 14, 2014. We agree with the statements concerning our Firm in such Form 8-K.
We have no basis to agree or disagree with any other statements of the Registrant contained in Item 4.01(b).
| Sincerely, | |
| /s/ Baker Tilly Virchow Krause, LLP | |
| Baker Tilly Virchow Krause, LLP |