UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________________
FORM 8-K/A
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
September 1, 2014
ZAXIS
INTERNATIONAL INC.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 0-15476
| Delaware |
68-0080601 |
| (State of Incorporation) |
(I.R.S. Employer
Identification No.) |
| |
|
| 6230
Wilshire Blvd., Suite 46, Los Angeles, CA |
90048 |
| (Address of Principal
Executive Offices) |
(ZIP Code) |
Registrant's
Telephone Number, including area code: (323) 552-9867
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
(a) Resignation of Independent Registered Public Accounting Firm
Previously Engaged as Principal Accountant
Effective September 1, 2014, Zaxis International Inc. (the “Company”)
dismissed its independent auditor,
McConnell & Jones, LLP ("MCJ").
The decision to change accountants
was recommended and approved by the Company's board of directors.
McConnell & Jones, LLP issued an auditor’s report on the Company's financial statements
for each of the last two fiscal years ended December 31, 2013 and 2012
and did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such reports
contained explanatory paragraphs in respect to uncertainty as to the Company's ability to
continue as a going concern. During the years ended December 31, 2013
and 2012 and subsequent interim periods through September 1, 2014, the date of
the dismissal of
MCJ, there were no disagreements with the firm on any
matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to their satisfaction, would have
caused MCJ to make reference to the subject matter of the disagreements in
connection with the Company's audited financial statement for the years 2013 and 2012 and
there were no reportable events, as listed in Item 304(a)(l)(v) of Regulation S-K.
The Company provided MCJ with a copy of the disclosure in the preceding
two paragraphs and requested in writing that it furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not he agrees with
such disclosures. MCJ provided a letter, dated September 30, 2014 stating
its agreement with such statements, which is included as Exhibit 16 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm as Principal
Accountant
Effective September 1, 2014, the Company engaged M&K CPAS, PLLC ("M&K")
as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2014.
During the two
most recent fiscal years ended December 31, 2013 and 2012 and any subsequent
interim period through September 1, 2014, the date of M&K CPAS, PLLC's
engagement, neither the Company nor anyone on its behalf consulted with M&K
regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed (ii) the type of audit opinion
that might be rendered on our financial statements by M&K, nor did M&K
provide written or oral advice provided that M&K concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issues or (iii) any other matter
that was the subject of a "disagreement" or "reportable event" between the
Company and our former auditors, McConnell & Jones, LLP, as such terms are
described in Items 304(a)(1)(iv) and (v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(b) The following documents are filed as exhibits to
this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document.
Exhibit
No. |
Description |
| 16 |
Letter
on Change in Certifying Accountant, filed herewith. |
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.
/s/ Ivo Heiden
CEO
Ivo Heiden
Date: September 30, 2014
|
