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 4, 2017
ECOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-168413 | 27-2692640 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 420 Jericho Turnpike, Suite 110, Jericho, NY | 11753 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (516) 465-3964
N/A
(Former name or former address, if changed since last report)
With a copy to:
Philip Magri, Esq.
Magri Law, LLC
2642 NE 9th Avenue
Fort Lauderdale, FL 33334
T: (646) 502-5900
F: (646) 826-9200
pmagri@magrilaw.com
www.magrilaw.com
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
| (1) | Previous Independent Registered Public Accounting Firm | |
| (i) | On August 4, 2017, Ecosciences, Inc., a Nevada corporation (the “Company”) dismissed its independent registered public accounting firm, Friedman LLP (“Friedman”). | |
| (ii) | The report of Friedman on the financial statements of the Company the fiscal year ended May 31, 2016 and 2015, and the related statements of operations, comprehensive loss, changes in stockholders’ deficiency, and cash flows for the fiscal years ended May 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. However, the audit reports as of and for the years ended May 31, 2016 and 2015 did reflect uncertainties regarding the ability of the Company to continue as a going concern. | |
| (iii) | The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company. | |
| (iv) | During the Company’s most recent fiscal year ended May 31, 2017 and through the date of dismissal, (a) there were no disagreements with Friedman 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 Friedman, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. | |
| (v) | The Company has provided Friedman with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K. | |
| (2) | New Independent Registered Public Accounting Firm | |
| On August 4, 2017, the Board of Directors of the Company appointed GBH CPAs, PC (“GBH”) as its new independent registered public accounting firm to audit and review the Company’s financial statements for the year ended May 31, 2017. During the two most recent fiscal years ended May 31, 2017 and 2017 and any subsequent interim periods through the date hereof prior to the engagement of GBH, neither the Company, nor someone on its behalf, has consulted GBH regarding: | ||
| (i) | either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm 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 either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number: | Description: | |
| 16.1 | Letter, dated August 10, 2017, from Friedman LLP 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.
| ECOSCIENCES, INC. | ||
| Dated: August 10, 2017 | By: | /s/ Joel Falitz |
| Joel Falitz | ||
| Chief Executive Officer, President, Secretary & Treasurer | ||
| (Principal Executive Officer) | ||
| (Principal Financial and Accounting Officer) | ||
Exhibit 16.1 Letter from Friedman LLP pursuant to Item 304 of Regulation S-K
FRIEDMAN LLP
1700 Broadway
New York, NY 10019
August 10, 2017
U.S. Securities & Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
| Re: | Ecosciences, Inc. | |
| File No. 333-168413 |
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K of Ecosciences, Inc., a Nevada corporation (“Registrant”), filed with the U.S. Securities and Exchange Commission on date hereof and are in agreement with the statements contained therein as it pertains to our firm.
We have no basis to agree or disagree with any other statements of the Registrant contained in Item 4.01 of the Form 8-K.
| Sincerely, | |
| /s/ Friedman LLP |