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 15, 2014
VAPORIN, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-55132 | | 45-5215796 |
| (State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
| of Incorporation) | | File Number) | | Identification No.) |
4400 Biscayne Boulevard
Miami, FL 33137
(Address of Principal Executive Office) (Zip Code)
(305) 576-9298
(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:
[ ] 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.
(a)Dismissal of Independent Registered Public Accounting Firm
On April 15, 2014, Vaporin, Inc. (the “Company”) notified KBL, LLP (the “Former Auditor”) of its dismissal, effective April 15, 2014, as the Company’s independent registered public accounting firm. The Former Auditor served as the auditors of the Company’s financial statements for the period from June 8, 2012 through April 15, 2014.
The reports of the Former Auditor on the Company’s consolidated financial statements for the Company’s fiscal years ended December 31, 2013 and 2012 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that there was an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern. The decision to change accountants was approved by the Company’s Board of Directors.
From June 8, 2012 through April 15, 2014, the period during which the Former Auditor was engaged as the Company’s independent registered public accounting firm, there were no disagreements with the Former Auditor 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 the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreementsas defined in Item 304 of Regulation S-Kin connection with any reports it would have issued, and there were no “reportable events” as such term is described in Item 304 of Regulation S-K.
The Company has provided the Former Auditor with a copy of the foregoing disclosure, and requested that the Former Auditor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure. A copy of the letter from the Former Auditor addressed to the Securities and Exchange Commission dated as of April 15, 2014 is filed as Exhibit 16.1 to this Form 8-K.
(b)Appointment of New Independent Registered Public Accounting Firm
On April 15, 2014, L.L. Bradford & Company, LLC (“L.L. Bradford”) was appointed to serve as the Company’s new independent registered public accounting firm, effective April 18, 2014. The engagement of L.L. Bradford as the Company’s new independent registered public accounting firm was approved by the Company’s Board of Directors.
During the Company’s two most recent fiscal years and any subsequent interim period prior to L.L. Bradford’s engagement as the Company’s new independent registered public accounting firm, the Company did not consult withL.L. Bradford 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; or (ii) any matter that was either the subject of a disagreement as defined in Item 304 of Regulation S-K or a reportable event as such term is described in Item 304 of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Exhibit |
| | | |
| 16.1 | | Former Auditor Letter |
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.
| | VAPORIN, INC. |
| | | |
| Date: April 17, 2014 | By: | /s/ Scott Frohman |
| | Name: | Scott Frohman |
| | Title: | Chief Executive Officer |
