Current Report Filing (8-k)
06 February 2019 - 11:09AM
Edgar (US Regulatory)
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 31, 2019
VEGALAB,
INC.
(Exact name of registrant as specified in
its charter)
000-53248
(Commission File No.)
Nevada
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68-0635204
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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636 U.S. Highway 1, Ste. 110
North Palm Beach, FL 33408
(Address of principal executive offices)
(800) 208-1680
(Registrant’s telephone number)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a) Dismissal of Independent Registered Public Accounting
Firm
On January 31, 2019, Marcum LLP was dismissed
as the independent registered public accounting firm of Vegalab, Inc. (the “
Company
”). The Company’s Board
of Directors approved the dismissal of Marcum.
Marcum LLP did not issue an audit report
on the financial statements of the Company as of any date or for any period. During the time Marcum LLP served as the Company's
independent registered public accounting firm there were no disagreements with Marcum LLP 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 Marcum LLP, would have caused Marcum LLP to make reference in connection with its opinion (had it issued one) to the subject
matter of the disagreement.
The Company provided Marcum with a copy
of the foregoing disclosures and requested Marcum to furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether or not Marcum agrees with the disclosures. A copy of Marcum’s letter is filed as Exhibit 16.1
to this Current Report on Form 8-K.
(b) New Independent Registered Public
Accounting Firm
On February 1, 2019, the Company’s
Board of Directors, acting in the capacity of an audit committee, engaged Rosenberg Rich Baker Berman, P.A. as the Company’s
new independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements.
During the Company’s fiscal years ended December 31, 2017 and 30, 2016, and through January 31, 2019, neither the Company,
nor anyone acting on its behalf, consulted with Rosenberg Rich Baker Berman, P.A. regarding the application of accounting principles
to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company’s financial
statements, and no written report or oral advice was provided that Rosenberg Rich Baker Berman, P.A. concluded was an important
factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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VEGALAB, INC.
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Dated February 5, 2019
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By:
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/s/ Craig Laughlin
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Craig Laughlin, President
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