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): January 22, 2015 (January 16, 2015)
AIRWARE LABS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-54730 | | 98-0665018 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification Number) |
| | | | | |
c/o Jeffrey Rassas
7377 E. Doubletree Ranch Rd., Suite 260
Scottsdale, AZ 85258
Tel. 480-463-4246
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
c/o Delaware Intercorp, Inc.
113 Barksdale Professional Center
Newark, DE 19711
Tel. 302-266-9367
(Name, address, including zip code, and telephone number,
Including area code, of agent for service)
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))
AIRWARE LABS CORP.
Form 8-K
Current Report
| ITEM 4.01 | CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT |
On January 16, 2015, Airware Labs Corp., a Delaware corporation (the “Company”) dismissed Weinberg and Baer, LLC (“Weinberg”) as the registered independent registered public accountant and appointed D. Brooks and Associates CPA’s, P.A. (“D. Brooks and Associates”) as the Company’s registered independent public accounting firm as of January 16, 2015. The decisions to appoint D. Brooks and Associates and dismiss Weinberg were approved by the Board of Directors of the Company on January 16, 2015.
Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements for the year ended September 30, 2014, Weinberg’s reports on the financial statements of the Company for the year ended September 30, 2014 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the most recent fiscal year and any subsequent interim period through Weinberg's termination on January 16, 2015, Weinberg disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant’s report on the financial statements.
In connection with the audit and review of the financial statements of the Company through January 16, 2015, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with Weinbergs’s opinion to the subject matter of the disagreement.
In connection with the audited financial statements of the Company for the year ended September 30, 2014 and interim unaudited financial statements through January 16, 2015, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.
Prior to January 16, 2015, the Company did not consult with D. Brooks and Associates regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided a copy of the foregoing disclosures to Weinberg prior to the date of the filing of this report and requested that Weinberg furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to this Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| | |
| 16.1 | Letter from Weinberg and Baer, LLC. Dated January 22, 2015, to the Securities and Exchange Commission regarding statements included in this Form 8-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | AIRWARE LABS CORP. |
| Date: January 22, 2015 | By: /s/ Jeffrey Rassas | |
| | | Jeffrey Rassas |
| | | Chief Executive Officer |
