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 1933
Date of Report: November 10, 2017
Date of Earliest Event Reported: November 8, 2017
Ecard INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54758 | 45-5529607 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
160 Summit Ave
Montvale, NJ 07645
201-782-0889
(Address of principal executive offices)(Zip 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 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 ¨
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 | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. |
On November 8, 2017, Sadler, Gibb & Associates, LLC (the “Former Accountant”) was dismissed as the Company’s independent registered public accounting firm and the Company engaged WWC, P.C. (the “New Accountant”) as the Company’s independent registered public accounting firm.
The engagement of the New Accountant was approved by the Company’s Board of Directors.
During the Company’s most recent fiscal year, the subsequent interim period thereto, and through November 8, 2017, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the Company’s most recent fiscal year, the subsequent interim period thereto, and through November 8, 2017, there were no “reportable events” (as such term is defined in Item 304 of Regulation S-K). The Former Accountant’s audit reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On November 8, 2017, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| Exhibit No. | Description | |
| 16 | Letter dated November 9, 2017 from Sadler, Gibb & Associates, LLC |
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.
| ECARD inc | |||
| Date: November 10, 2017 | By: | /s/ Wayne Tsao | |
| Wayne Tsao | |||
| Chief Executive Officer | |||
Exhibit 16
November 10, 2017
Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549-7561
We have read the statements of ECARD, Inc. (formerly known as The Enviromart Companies, Inc.) included under Item 4.01 of Form 8-K dated November 10, 2017 and agree with such statements as they pertain to our firm.
Sincerely,
Sadler, Gibb & Associates, LLC