UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2011
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CoroWare, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-33231
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95-4868120
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(State of Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1410 Market Street, Suite 200
Kirkland, Washington 98033
(Address of principal executive offices)
(800) 641-2676
(Registrant's telephone number, including area code)
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Copies to:
Gary L. Blum, Esq.
Law Offices of Gary L. Blum
3278 Wilshire Boulevard, Suite 603
Los Angeles, CA 90010
Phone: (213) 381-7450
Fax: (213) 384-1035
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))
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On November 8, 2011, the Board of Directors of CoroWare, Inc. (the “Company”) made a decision to change its independent registered public accounting firm in order to help further reduce its General and Administrative expenses.
As a result, the Company’s Board of Directors has respectfully dismissed its independent registered public accounting firm, LBB & Associates Ltd., LLP (“LBB”).
During the period of our engagement of LBB from September 22, 2004 through November 8, 2011, including the review of our fiscal quarter ended June 30, 2011, (a) there were no disagreements with LBB 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 the LBB, 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 that the Company was aware of as of the date of dismissal.
The reports of LBB on the Company's financial statements for the fiscal years ended December 31, 2010 and December 31, 2009, contained no adverse opinion or disclaimer of opinion, nor was either qualified or modified as to uncertainty, audit scope or accounting principle, except that LBB expressed in their reports substantial doubt about the ability of the Company to continue as a going concern.
Prior to filing this report the Company has provided LBB with a copy of the foregoing disclosures and requested that LBB furnish the Company with a letter addressed to the Securities & Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects with which it does not agree. We have not received any such letter from LBB as of the date of this report but we will file such letter if received as part of an amended Form 8-K.
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New Independent Registered Public Accounting Firm
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Lake & Associates, CPA’s LLC (“Lake & Associates”) was appointed by the Company’s Board of Directors as its new independent registered public accounting firm on November 9, 2011 to audit and review the Company’s financial statements. During the Company’s two most recent fiscal years and through October 26, 2010, the Company did not consult Lake & Associates regarding:
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(i)
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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 financial statements, and neither a written report was provided to the Company or oral advice was provided that the new accountant concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
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(ii)
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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.
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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.
| COROWARE, INC. | |||
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Date: December 12, 2011
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By:
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/s/ Lloyd Spencer | |
| Lloyd Spencer | |||
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Chief Executive Officer
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