Current Report Filing (8-k)
October 13 2015 - 1:08PM
Edgar (US Regulatory)
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): October 8, 2015
Avalanche International Corp.
(Exact name of registrant as specified in its charter)
Nevada |
333-179028 |
38-3841757 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5940 S. Rainbow Blvd., Las Vegas, NV 89118
|
(Address of principal executive offices) |
Registrant’s telephone number, including area code: (888)
863-9490
________________________________________________________
(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))
Section
4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant
On October 8, 2015, our board of directors
dismissed Michael Gillespie & Associates, PLLC (the “Former Accountant”) as the Company’s independent registered
public accounting firm and engaged Marcum LLP (the “New Accountant”) as the Company’s new independent registered
public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.
The Former Accountant’s was engaged on
June 16, 2015. From the time of its engagement through the date of its dismissal on October 8, 2015, the services provided by the
Former Accountant consisted only of review of the Company’s financial statements for the quarter ended May 31, 2015. The
Former Accountant did not render an audit report on any of the Company’s annual financial statements because no annual report
was due during the time of its engagement by the Company.
During the Company’s most recent fiscal
year, the subsequent interim period thereto, and through October 8, 2015, 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 financial statements for such periods.
During the Company’s most recent fiscal
year, the subsequent interim period thereto, and through October 8, 2015, there were no “reportable events” (as such
term is defined in Item 304 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 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 October 8, 2015, 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.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and 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
thereunto duly authorized.
Avalanche International Corp.
/s/ Phil Mansour
Phil Mansour
President and Chief Executive Officer
Date: October 13, 2015
GILLESPIE
& ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
10544
ALTON AVE NE
SEATTLE,
WA 98125
206.353.5736
Exhibit
16.1
October
9, 2015
Office of
the Chief Accountant
Securities
and Exchange Commission
100 F Street,
N.E.
Washington,
D.C. 20549
Re:
AVALANCHE INTERNATIONAL CORP.
Dear
Sirs/Madams:
The
undersigned Gillespie & Associates, PLLC previously acted as independent accountants to audit the financial statements of
Avalanche International Corp. We are no longer acting as independent accountants to the Company.
This letter
will confirm that we have read Item 4.01 included in the Form 8-K dated October 8, 2015 of Avalanche International Corp. to be
filed with the Securities and Exchange Commission and are in agreement with the statements related to our firm.
We
hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.
Very
truly,
/S/
GILLESPIE & ASSOCIATES, PLLC
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