UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2017
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TurnKey Capital, Inc.
(Exact name of registrant as specified in its charter)
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Nevada | 333-186282 | 33-1225521 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
2929 East Commercial Blvd., PH-D, Fort Lauderdale, FL 33308
(Address of Principal Executive Office) (Zip Code)
954-440-4678
(Registrant’s telephone number, including area code)
(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 (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))
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ¨ | |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01
CHANGES IN REGISRANT’S CERTIFYING ACCOUNTANT
Item 4.01(a)
Previous Independent Accountants
a.
On July 18, 2017, Baum & Company PA (“Baum”) was changed as Turnkey Capital, Inc.’s (the “Company”) independent accountant.
b.
Baum’s report on our financial statements for the year ended December 31, 2016, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's ability to continue as a going concern.
c.
Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial review of financial statements of the quarterly period March 31, 2017, there have been no disagreements with Baum 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 Baum, would have caused them to make reference thereto in their report on the financial statements. Through the interim period July 18, 2017 (the date of change of the former accountant), there have been no disagreements with Baum 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 Baum would have caused them to make reference thereto in their report on the financial statements.
d.
We have authorized Baum to respond fully to the inquiries of the successor accountant.
e.
During the interim period through July 18, 2017, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.
f.
The Company provided a copy of the foregoing disclosures to Baum prior to the date of the filing of this Report and requested that Baum furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
Item 4.01(b)
New Independent Accountants
a.
On July 18, 2017, the Company engaged Green & Company, CPAs of Tampa, Florida, as its new registered independent public accountant. During the year ended December 31, 2016, and prior to July 18, 2017 (the date of the new engagement), we did not consult with Green & Company, CPAs regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by Green & Company, CPAs, in either case where written or oral advice provided by Green & Company, CPAs would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
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NUMBER | | EXHIBIT |
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16.1 | | Letter from Baum & Company PA, dated July 18, 2017, regarding Change in Certifying Accountant. |
SIGNATURE
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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Dated: July 18, 2017 | | | | TURNKEY CAPITAL, INC. |
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| | | | By: | | /s/ Neil Swartz |
| | | | | | Neil Swartz |
| | | | | | Chief Executive Officer |
