Amended Current Report Filing (8-k/a)
07 May 2019 - 4:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 1, 2019
Blockchain
Holdings Capital Ventures, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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333-198435
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46-3892319
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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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3550
Lenox Road NE, 21
st
Floor, Atlanta, GA
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30326
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: 833-682-2428
(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 (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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[ ]
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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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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).
[X]
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. [ ]
Explanatory
Note
On
April 16, 2019, Blockchain Holdings Capital Ventures, Inc. (the “Company”) filed a Current Report on Form 8-K (the
“Original 8-K”) to announce that it had determined to discontinue the services of its independent registered public
accounting firm, BF Borges CPA PC (“BF Borges”) and that it engaged the services of Turner, Stone & Company, L.L.P.
At the time of the filing, the Company did not have the letter from BF Borgers to the Securities and Exchange Commission (the
“SEC”) as required by Item 4.01. The Company is hereby filing this Current Report on Form 8-K/A (this “Amendment”)
to include in Item 9.01, the Letter dated May 2, 2019 from BF Borges address to the SEC. This Amendment should be read in conjunction
with the information set forth in the Original Form 8-K, which provides a more complete description of the changes in the independent
public accounting firm.
Item
4.01 Changes in Registrant’s Certifying Accountant
.
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
On
February 1, 2019, the Board of Directors of the Company, determined to select a new firm to serve as the Company’s independent
registered public accounting firm. As a result, the Company determined to discontinue the services of BF Borgers as the Company’s
independent registered public accounting firm.
During
the fiscal years ended December 31, 2016 and December 31, 2017, respectively, and the subsequent interim periods through September
30, 2018, (i) BF Borgers expressed concerns as to the Company’s ability to continue as a going concern, (ii) there were
no disagreements between the Company and BF Borgers 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 BF Borgers, would have caused BF Borgers
to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements
for such years, and (ii) BF Borgers advised the Company that its internal controls are
not effective
in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
.
The
Company is providing a Letter dated May 2, 2019 from BF Borgers addressed to the SEC in which BF Borgers states to the SEC that
it agrees with what is set forth in this Amendment with respect to the discontinuation of its services.
Item
9.01 Financial Statement and Exhibits
.
Exhibit
16.1- Letter dated May 2, 2019 from BF Borgers CPA PC
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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Blockchain
Holdings Capital Ventures, Inc.
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Date:
May 6, 2019
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By:
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/s/
Delray Wannemacher
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Delray
Wannemacher, CEO
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