8K - Alkame change in auditors

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): June 5, 2019

Alkame Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-175044

98-0661455

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification Number)

3651 Lindell Rd

Suite D#356

Las Vegas, NV. 89103

(Address of principal executive offices)

(702) 273-9714

(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:

¨ 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 2459.244a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

Item 4.01. Changes in Registrant’s Certifying Accountant

Effective as of June 6, 2019, Alkame Holdings, Inc., a Nevada corporation (the “Company”), dismissed RBSM LLP (“RBSM”) as the independent registered public accounting firm engaged to audit the Company’s financial statements. RBSM’s dismissal was approved by the Company’s board of directors (“Board”).

RBSM’s reports on the Company’s financial statements for the years ended December 31, 2016 and 2015, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern.

During the years ended December 31, 2016 and 2015, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to RBSM’s satisfaction, would have caused RBSM to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

The Company provided RBSM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that RBSM provide a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of RBSM’s letter, dated June 7, 2019, is filed herewith as Exhibit 16.1.

Effective as of June 6, 2019, the Company engaged PLS CPA, A Professional Corp. as the Company’s independent registered public accounting firm for the year ended December 31, 2017.

During the Company’s two most recent fiscal years, and through June 7, 2019, neither the Company nor anyone on its behalf has consulted with PLS CPA, A Professional Corp. regarding either (a) 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 financial statements, and neither a written report was provided nor oral advice was provided to the Company that PLS CPA, A Professional Corp. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Alkame Holdings, Inc.

Date: June 7, 2019	By:	/s/ Robert Eakle
		Robert Eakle Chief Executive Officer