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): May 15, 2017
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of incorporation) |
|
001-34106
(Commission
File
Number) |
|
11-3820796
(I.R.S.
Employer
Identification
No.) |
9711
Washingtonian Boulevard, #550
Gaithersburg,
MD 20850
(Address
of principal executive offices) (zip code)
(908)
758-3787 (Registrant’s telephone number, including area code)
(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:
[ ]
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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
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 Change in Registrant’s Certifying Accountant.
RealBiz
Media Group, Inc. (the “Company”) received a letter from D’Arelli Pruzansky, P.A. (“D’Arelli”),
its independent registered public accounting firm, notifying the Company that effective May 26, 2017, D’Arelli had merged
(the “Merger”) with Assurance Dimensions, Inc. (“Assurance”). As a result of the Merger, D’Arelli
resigned as the Company’s independent registered public accounting firm on May 26, 2017.
On May 26, 2017 (the “Engagement
Date”), the Company engaged Assurance as its independent registered public accounting firm. The Company’s Board of
Directors approved the resignation of D’Arelli and the appointment of Assurance as its independent registered public accounting
firm effective as of May 26, 2017.
D’Arelli’s
report on our financial statements for the fiscal years ended October 31, 2016 and October 31, 2015, did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. D’Arelli’s
reports on our financial statements for the fiscal years ended October 31, 2016 and October 31, 2015, however, contained explanatory
paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the
Company has an accumulated deficit.
During
the fiscal years ended October 31, 2016 and October 31, 2015, we have had no disagreements with D’Arelli, on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of D’Arelli, would have caused it to make reference to the subject matter of such disagreements
in its report on our financial statements for such periods.
During
the fiscal years ended October 31, 2016 and October 31, 2015, there have been no reportable events as defined under Item 304(a)(1)(v)
of Regulation S-K adopted by the Securities and Exchange Commission.
Prior
to Assurance’s engagement, during the two most recent fiscal years and through the Engagement Date, neither the Company,
nor anyone on its behalf, consulted with Assurance in regard to (i) 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 or (ii) any other matters that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation
S-K and its related instructions or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K. Further, there was no
written report or oral advice provided by the Company or anyone on the Company’s behalf to Assurance prior to Assurance’s
engagement by the Company.
The
Company provided D’Arelli with a copy of this disclosure set forth under this Item 4.01 and requested that D’Arelli
furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter is filed concurrently herewith as Exhibit 16.1.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
May 14, 2017, Mark Lucky, the Company’s Chief Financial Officer, advised
the Company that he is resigning from his position as Chief Financial Officer effective as of May 15, 2017. Mr. Lucky’s
decision to resign did not result from any disagreement with the Company, the Company’s management or the Board of Directors.
Effective as of May 15,
2017, the Company’s Board of Directors appointed Anshu Bhatnagar, the Company’s President and Chief Executive Officer,
as the Company’s interim Chief Financial Officer while the Company conducts a search for a permanent Chief Financial
Officer.
There
are no understandings or arrangements between Mr. Bhatnagar and any other person pursuant to which Mr. Bhatnagar was appointed
as interim Chief Financial Officer.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Set
forth below is a list of exhibits to this Current Report on Form 8-K:
| Exhibit
No.: |
|
Description: |
| |
|
|
| 16.1 |
|
Letter
from D’Arelli Pruzansky, P.A. |
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.
| |
REALBIZ
MEDIA GROUP, INC. |
| |
|
|
| Date:
June 6, 2017 |
By: |
/s/
Anshu Bhatnagar |
| |
|
Anshu
Bhatnagar |
| |
|
Chief
Executive Officer |
