Attached files
| file | filename |
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| EX-99.1 - ENGAGEMENT LETTER - WHITE FOX VENTURES, INC. | ex99-1.htm |
| EX-16.1 - LETTER FROM KBL LLP - WHITE FOX VENTURES, INC. | ex16-1.htm |
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
WHITE FOX VENTURES INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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333-178624
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37-1640902
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(STATE OF INCORPORATION)
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(COMMISSION FILE NO.)
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(IRS NO.)
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387 Park Avenue South, 5th Floor
New York, NY 10016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(646) 952-8847
(REGISTRANT’S TELEPHONE NUMBER)
Date of Report (Date of earliest event reported):
July 18th, 2016
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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 4.01
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Changes in Registrant's Certifying Accountant
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White Fox Ventures Inc. (the “Company”) has dismissed KBL LLP (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of July 18th, 2016, and has engaged Pritchett Siler & Hardy, PC Certified Public Accountants of 515 400 East, Suite 100 Salt Lake City, Utah (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the quarter ending June 30th, 2016. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
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Item 4.01(a)
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Previous Independent Accountants
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(i) On July 18th, 2016, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.
(ii) The report of the Former Accounting Firm of the Company's financial statements as of and for the year ended December 31st, 2015 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The reports of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31st, 2015 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception and existing uncertain conditions which the Company faces relative to its obtaining capital in the equity markets.
(v) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants at a Board of Director’s meeting on July 18th, 2016.
(iv) During the period through July 18th, 2016, there (i) have been no disagreements with the Former Accounting Firm 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 Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events of the kind in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K.
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Item 4.01(b)
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New Independent Accountants
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On July 22nd, 2016, the Company engaged Pritchett Siler & Hardy, PC Certified Public Accountants (the “New Accounting Firm”) as our independent accountants for the quarter ending June 30th, 2016. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on July 22nd 2016.
The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to its appointment as New Accounting Firm regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Exhibits
| 16.1 | Letter from KBL LLP |
| 99.1 | Engagement Letter |
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.
| Date: July 22nd, 2016 | |
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/s/ Shinsuke Nakano
By: Chief Executive Officer
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/s/ Seth M. Shaw
By: Chief Financial Officer
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