Amended Current Report Filing (8-k/a)
May 04 2017 - 9:02AM
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): April 21, 2017
NOTIS
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54928
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30-0893689
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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633
West 5
th
Street, 28
th
Floor
Los
Angeles, California 90071
(Address
of principal executive offices) (zip code)
(323)
688-7911
(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 (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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SECTION
4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item
4.01 Changes in Registrant’s Certifying Accountant
On
April 21, 2017, Notis Global, Inc. (the “Registrant”) dismissed Marcum, LLP (“Marcum”) as the Registrant’s
principal accountant effective on such date. The report of Marcum on the Registrant’s consolidated financial
statements for the fiscal years ended December 31, 2014 and 2015 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Marcum’s report
for the years ended December 31, 2014 and 2015 included an explanatory paragraph raising substantial doubt about the Registrant’s
ability to continue as a going concern.
As
disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company’s
management and Board identified certain matters that constituted material weaknesses in the Company's internal control over financial
reporting and such weakness was advised by Marcum.
During
the fiscal years ended December 31, 2014 and 2015, and the subsequent period through April 21, 2017, the date of dismissal, there
were no disagreements with Marcum on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of
Marcum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, nor
were there any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
The
Registrant engaged Sadler, Gibb & Associates, LLC (“Sadler, Gibb”) as its new principal accountant effective as
of April 21, 2017. During the fiscal years ended December 31, 2014 and 2015, and the subsequent interim period through
April 21, 2017, neither the Registrant nor anyone on the Registrant’s behalf engaged Sadler, Gibb regarding either the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered on the Registrant’s financial statements, or any matter that was either the subject of a “disagreement”
or a “reportable event,” both as such terms are defined in Item 304 of Regulation S-K.
The decision
to dismiss Marcum and to engage Sadler Gibb was recommended and approved both by the Registrant’s Audit Committee of the
Board of Directors and by the Board of Directors.
The
Registrant has made the contents of this Form 8-K available to Marcum and requested it to furnish a letter to the Securities and
Exchange Commission as to whether Marcum agrees or disagrees with, or wishes to clarify the Registrant’s expression of its
views. A copy of such letter is attached hereto as Exhibit 16.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
* Filed
herewith.
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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NOTIS GLOBAL, INC.
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Dated: May 4, 2017
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By:
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/s/ Jeffrey
Goh
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Name:
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Jeffrey Goh
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Title:
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Chief Executive Officer
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