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EX-16.1 - LETTER FROM KLJ & ASSOCIATES, LLP CPAS DATED AUGUST 11, 2017 - Two Hands Corpf161letter.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

    

FORM 8-K

  

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934



Date of Report (Date of earliest event reported): August 10, 2017



TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware

333-167667

42-1770123

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


100 Broadview Avenue #300 Toronto, Ontario,  Canada  

M4M 3H3

(Address of Principal Executive Offices)

(Zip Code)


Registrant's telephone number, including area code: (416) 357-0399


N/A

(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))

   

  



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SECTION 4 MATTERS RELATED TO ACCOUNTANTS AND FINANCIALS STATEMENTS


ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT


On August 10, 2017, the Board of Directors of Two Hands Corporation (the “Company”), approved the dismissal of KLJ & Associates, LLP (“Former Accountant”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, effective immediately. On August 10, 2017, Company engaged Sadler, Gibb & Associates, LLC (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.


The Former Accountant’s audit reports on the consolidated financial statements of the Company for the fiscal years ended December 31, 2016 and 2015 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports for each of the fiscal years ended December 31, 2016 and December 31, 2015, contained an emphasis of matter paragraph regarding the Company’s ability to continue as a going concern.


During the fiscal years ended December 31, 2016 and 2015, and through the interim period ended August 10, 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 consolidated financial statements for such periods, and no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.


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 consolidated 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 August 10, 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.



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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.

Document

Location

16.1


Letter from KLJ & Associates, LLP CPAs dated August 11, 2017.

Filed herewith





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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: August 11, 2017

TWO HANDS CORPORATION


By: /s/ Nadav Elituv

      Nadav Elituv

      Chief Executive Officer




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