Exhibit 16.1
![[exhibit161001.jpg]](exhibit161001.jpg)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2013
ISATORI, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
| 001-11900 |
| 75-2422983 |
| (State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
| 15000 W 6th Avenue, Suite 202 Golden, Colorado |
| 80401 |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 303-215-9174
Not Applicable
(Former name or former address, if changed since last report)
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))
EXPLANATORY NOTE
iSatori, Inc. (the “Company”) is filing this Current Report on Form 8-K/A on June 13, 2013 (the “Amended 8-K”) to amend certain disclosures in the Company’s Current Report on Form 8-K, originally filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2013 (the “Original Report”).
For the convenience of the reader, this Amended 8-K includes, in their entirety, those items in our Original Report not being amended. This Amended 8-K continues to describe conditions as of the Original Report, and does not update disclosures contained herein to reflect events that occurred at a later date. Accordingly, this Amended 8-K should be read in conjunction with our other filings made with the SEC subsequent to the filing of our Original Report, if any.
Item 4.01.
Changes in Registrant’s Certifying Accountant.
Effective May 29, 2013, iSatori, Inc. (the “Company”) informed Hein and Associates LLP (“Hein”) that Hein had been dismissed as the Company’s independent accountant. The decision to terminate the relationship was approved unanimously by the Company’s Board of Directors. Effective May 29, 2013, Hein informed the Company that Hein had resigned as the Company’s independent accountant.
During the Company’s two most recent fiscal years ended December 31, 2012 and the subsequent interim period through the date of termination of the audit relationship, there were no disagreements between the Company and Hein concerning any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Hein’s satisfaction would have caused them to make a reference to the subject matter of the disagreements in connection with their reports, and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K, except as follows:
During the audit of the Company’s December 31, 2012 financial statements, the Company’s management and Hein disagreed with respect to the valuation of certain common stock warrants and the amount of the valuation allowance related to deferred tax assets. Subsequently, the Company adjusted its preliminary valuation of common stock warrants and the valuation allowance for deferred tax assets to amounts that Hein believed appropriate.
During the audit of the Company’s December 31, 2012 financial statements, Hein & Associates LLP identified the following deficiency in internal control over financial reporting which was considered to be a material weakness:
The Company did not maintain effective controls over the analysis and application of accounting principles associated with significant, unusual and infrequently occurring transactions in accordance with U.S. generally accepted accounting principles. Specifically, the Company did not have effective review and approval practices relating to the accounting and disclosure of such transactions. This control deficiency resulted in audit adjustments related to the accounting for equity-based instruments and income taxes.
Hein’s report dated April 15, 2013 on the Company’s consolidated financial statements for the fiscal year ended December 31, 2012 did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles.
Hein’s report dated April 6, 2012 on the Company’s consolidated financial statements for the fiscal years ended December 31, 2011 and December 31, 2010 did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided to Hein a copy of the foregoing disclosure and has requested that Hein furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Hein agrees with such disclosure and, if not, stating the respects in which it does not agree. A copy of such letter, dated June 4, 2013, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
| Description |
|
|
|
|
| 16.1 |
| Letter from Hein & Associates LLP dated June 12, 2013. |
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 hereunto duly authorized.
Date: June 13, 2013
| ISATORI, INC. |
| |
|
|
|
|
| By: | /s/ Stephen Adelé |
|
| Stephen Adelé |
| |
| Chief Executive Officer |
| |
EXHIBIT INDEX
| Exhibit No. |
| Description |
|
|
|
|
| 16.1 |
| Letter from Hein & Associates LLP dated June 12, 2013 |
Exhibit 16.1