Current Report Filing (8-k)
April 13 2020 - 4:55PM
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
13th,
2020
SEAFARER EXPLORATION CORP.
(Exact
name of registrant as specified in its charter)
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Florida
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000-29461
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90-0473054
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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Kyle Kennedy
Chief Executive Officer
14497 N. Dale Mabry Hwy.
Suite 209N
Tampa, Florida 33618
(Address
of principal executive offices) (Zip Code)
(813) 448-3577
(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):
☐ 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))
Item 4.01 CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
On April 13th,
2020 Seafarer Exploration Corp. (the Company) notified D. Brooks
and Associates CPAs, P.A. (“D. Brooks”), the Company's
independent accounting firm, that it had elected to change
accounting firms and, therefore, was dismissing D. Brooks. On April
13th,
2020, the Company engaged Accell Audit and Compliance, LLC
(“Accell”) as its new independent accounting
firm.
The decision to change accountants was made by the Company's board
of directors.
Other than for the inclusion of a paragraph describing the
uncertainty of the Company’s ability to continue as a going
concern (for the years ended December 31, 2019 and December 31,
2018), D. Brooks’s reports on the Company’s financial
statements for the years ended December 31, 2018 and 2019,
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company’s two most recent fiscal years and the
subsequent interim period preceding D. Brooks’s dismissal,
there were: (i) no “disagreements” (within the meaning
of Item 304(a) of Regulation S-K) with D. Brooks 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 D. Brooks, would have caused it to
make reference to the subject matter of the disagreements in its
report on the consolidated financial statements of the Company; and
(ii) no “reportable events” (as such term is defined in
Item 304(a)(1)(v) of Regulation S-K).
During the Company’s two most recent fiscal years and the
subsequent interim period preceding Accell’s engagement,
neither the Company nor anyone on its behalf consulted Accell
regarding either: (i) 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 Company’s
financial statements, and no written report or oral advice was
provided to the Company that Accell concluded was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a “disagreement” or
“reportable event” (within the meaning of Item 304(a)
of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K,
respectively). In approving the selection of Accell as the
Company’s independent registered public accounting firm, the
Board of Directors considered all relevant factors, including that
no non-audit services were previously provided by Accell to the
Company. The Board of Directors also considered Accell’s
ability to work with the Company to file its reports in a timely
manner.
The company has provided a copy of this report to D. Brooks and has
requested that D. Brooks furnish a letter addressed to the U.S.
Securities and Exchange Commission (“SEC”) stating
whether it agrees with the statements made by the company and, if
not, stating the respects in which it does not agree. A copy of
this letter is filed as an exhibit to this report on Form
8-K
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial
statements of businesses acquired. Not applicable
(b)
Pro
forma financial information. Not applicable
(c)
Shell
company transactions. Not applicable
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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SEAFARER EXPLORATION CORP.
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Date: April 13th,
2020
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By:
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/s/ Kyle Kennedy
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Name: Kyle Kennedy
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Title: Chief Executive Officer
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