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): April 23, 2015
GOPHER PROTOCOL INC.
(Exact name of registrant as specified in
its charter)
| Nevada |
000-54530 |
27-0603137 |
|
(State of Other Jurisdiction of
Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
23129 Cajalco Road,
Perris, California 92570
(Address of principal
executive offices)
888-426-4780
(Registrant's telephone number, including
area code)
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 Change in Registrants Certifying Accountant
Previous
independent registered public accounting firm
On
April 21, 2015 (the “Resignation Date”), Alan R. Swift, CPA, P.A. (the
“Former Auditor”) resigned as the independent registered public accounting firm of Gopher Protocol Inc. (the “Company”).
Other
than an explanatory paragraph included in the Former Auditor’s audit report for the Registrant’s fiscal years ended
December 31, 2014 and 2013 relating to the uncertainty of the Registrant’s ability to continue as a going concern, the audit
reports of the Former Auditor on the Registrant’s financial statements for the fiscal years ended December 31, 2014 and
2013 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty,
audit scope, or accounting principle.
During
the years ended December 31, 2014 and 2013 and through the date of this Current Report on Form 8-K, the Company has not had any
disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to
make reference thereto in their reports on the Company’s financial statements for such years.
During
the years ended December 31, 2014 and 2013 and through the date of this Current Report on Form 8-K, there were no reportable events,
as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of this letter is attached hereto to this amendment to the Form 8-K as Exhibit
16.1.
New
independent registered public accounting firm
On
April 21, 2015 (the “Engagement Date”), the Company engaged Anton & Chia, LLP (“New Auditor”) as its
independent registered public accounting firm for the Company’s fiscal year ended December 31, 2015. The decision to engage
the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board
of Directors.
During
the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding
either:
1.
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, and neither a written report was provided to the Company nor
oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
2.
any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related
instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).
Item
9.01 Financial Statements and Exhibits
| Exhibit No. |
Description of Exhibit |
| |
|
| 16.1 |
Letter from Alan R. Swift, CPA, 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.
| |
GOPHER PROTOCOL INC. |
|
| |
|
|
|
| Date: April 23, 2015 |
By: |
/s/ Michael Murray |
|
| |
|
Michael Murray
Chief Executive Officer and Chief Financial Officer |
|
