Current Report Filing (8-k)
19 April 2019 - 2:28AM
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 Exchange Act of 1934
Date
of Report (Date of earliest event Reported):
April 10, 2019
SMARTMETRIC,
INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
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000-54853
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05-0543557
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(State or other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89109
(Address
of Principal Executive Offices) (Zip Code)
702-990-3687
(Registrant's telephone number, including area code)
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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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Emerging
growth company ☐
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. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant.
Effective
February 1, 2019, AMC Auditing (“AMC”), the independent registered public accounting firm for Smartmetric, Inc. (the
“Company”), was acquired by Prager Metis CPAs LLC (“Prager”). As a result of this transaction, on April
10, 2019, AMC resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation,
the Company’s board of directors (the “Board”) approved the engagement of Prager as the new independent registered
public accounting firm for the Company.
AMC’s
audit report on the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2018 did not
contain an adverse opinion or a disclaimer of opinion and none were qualified or modified as to uncertainty, audit scope or accounting
principles, except that the report included an explanatory paragraph related to the uncertainty of the Company's ability to continue
as a going concern.
During
the most recent fiscal year ended June 30, 2018 and through the subsequent interim period preceding AMC’s resignation, there
were no disagreements between the Company and AMC 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 AMC would have caused them to make
reference thereto in their report on the Company’s financial statements for such year.
During
the most recent fiscal year ended June 30, 2018 and through the subsequent interim period preceding AMC’s resignation, there
were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided AMC a copy of the disclosures in this Form 8-K and has requested that AMC furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy
of the letter dated April [ ], 2019 is filed as Exhibit 16.1 to this Form 8-K.
During
the most recent fiscal year ended June 30, 2018 and through the subsequent interim period preceding Prager’s engagement,
the Company did not consult with Prager on either (1) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that may be rendered on the Company’s financial statements, and Prager
did not provide either a written report or oral advise to the Company that Prager concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was
either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in
Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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SMARTMETRIC, INC.
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Date: April 18, 2019
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By:
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/s/
Chaya
Hendrick
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Chaya Hendrick
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Chief Executive Officer
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