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 11, 2014
3DX Industries, Inc.
(Exact name of registrant
as specified in its charter)
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| Nevada |
333-156594 |
46-4485465 |
| (State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
| of
Incorporation) |
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Identification Number) |
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6920 Salashan Parkway, Suite D-101
Ferndale, WA 98248
(Address of
principal executive offices)
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(360) 244-4339 |
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(Registrant’s Telephone Number) |
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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))
3DX Industries, Inc.
Form 8-K
Current Report
| ITEM 4.01 |
CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT |
On December 11, 2014, 3DX Industries, Inc.,
a Nevada corporation (the “Company”) dismissed Robison, Hill and Co. (“Robison”) as the registered independent
registered public accountant and appointed MaloneBailey, LLP (“MaloneBailey”) as the Company’s registered independent
public accounting firm as of December 11, 2014. The decisions to appoint MaoloneBailey and dismiss Robison were approved by the
Board of Directors of the Company on December 11, 2014.
Other than the disclosure of uncertainty regarding
the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements
for the year ended October 31, 2013, Robison’s reports on the financial statements of the Company for the year ended October
31, 2013 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. For the most recent fiscal year and any subsequent interim period through Robison's termination
on December 11, 2014, Robison disclosed the uncertainty regarding the ability of the Company to continue as a going concern in
its accountant’s report on the financial statements.
In connection with the audit and review of
the financial statements of the Company through December 11 2014, there were no disagreements on any matter of accounting principles
or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with Robison’s opinion to the subject matter of the disagreement.
In connection with the audited financial statements
of the Company for the year ended October 31, 2013 and interim unaudited financial statements through December 11, 2014, there
have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.
Prior to December 11, 2014, the Company did
not consult with MaloneBailey regarding (1) the application of accounting principles to specified transactions, (2) the type of
audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that
would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting
issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in
Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided a copy of the foregoing
disclosures to Robison prior to the date of the filing of this report and requested that Robison furnish it with a letter addressed
to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the
letter furnished in response to that request is filed as Exhibit 16.1 to this Form 8-K.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
| 16.1 |
Letter
from Robison, Hill and Co. dated December 11, 2014, to the Securities and Exchange Commission regarding statements included in
this Form 8-K. |
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 11, 2014 |
3DX INDUSTRIES, INC. |
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By: |
/s/ Roger Janssen |
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Name: |
Roger Janssen |
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Title: |
President and Chief Executive Officer |
