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):
August 13, 2015
Oxford City Football Club, Inc.
(Exact name of registrant as specified in its
charter)
| Florida |
|
000-54434 |
|
05-0554762 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
| 10 Fairway Drive, Suite 302, Deerfield Beach, FL |
|
33441 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 1.866.776.8674
| |
| (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:
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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 August 13, 2015, De Joya Griffith, LLC (the
“Former Accountant”) notified the Company that one or more of its principals joined the accounting firm of RBSM, LLP.
As a result of the transaction, on August 13, 2015, the Former Accountant resigned as the Company’s independent registered
public accounting firm and the Company engaged RBSM, LLP (the “New Accountant”) as the Company’s independent
registered public accounting firm. The engagement of the New Accountant 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 June 30, 2014 and 2013 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 June 30, 2014 and 2013 contained an uncertainty about
the Company’s ability to continue as a going concern.
During the fiscal years ended June 30, 2014
and 2013, and through the interim period ended August 13, 2015, 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 June 30, 2014
and 2013, and through the interim period ended August 13, 2015, there were the following “reportable events” (as such
term is defined in Item 304 of Regulation S-K).
| |
1. |
As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended March 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: |
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(i) |
inadequate segregation of duties and effective risk assessment; and |
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(ii) |
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 years ended June 30, 2014 and 2013, and through the interim period ended August 13, 2015. 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 August 13, 2015, 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.
| Exhibit No. |
|
Description |
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| 16.1 |
|
Letter from De Joya Griffith, LLC to the Securities and Exchange Commission |
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.
| Oxford City Football Club, Inc. |
|
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| /s/
Thomas Guerriero |
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| Thomas Guerriero |
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| Chief Executive Officer |
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| Date: August 18, 2015 |
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