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): February 6, 2014

Alkame Holdings, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada	333-175044	98-0661455
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

3651 Lindell Road Suite D # 356 Las Vegas, Nevada	89103
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (702) 273-9714

 

___________________________________________________ (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 (17CFR 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 February 6, 2014, the Company dismissed Sadler Gibb & Associates, LLC (the “Former Accountant”) as the Company’s accountant. The Company has engaged RBSM LLP (“New Accountant”) as its principal accountants effective February 6, 2014. The decision to change accountants was approved by the Company’s board of directors.

 

The Former Accountant was the accounting firm of Alkame Water, Inc. prior to its acquisition by the Company on June 25, 2013. The Former Accountant audited the financial statements of the Company’s subsidiary as of December 31, 2012 and for the period from March 1, 2012 (inception) to December 31, 2012. In addition, the Former Accountant reviewed the Company’s consolidated financial statements for the three months ended June 30, 2013 and 2012, the six months ended June 30, 2013, and the periods from March 1, 2012 (inception) to June 30, 2013 and 2012, and for the three months ended September 30, 2013 and 2012, the nine months ended September 30, 2013, and the period from March 1, 2012 (inception) to September 30, 2012.

 

The Former Accountant’s audit report on the financial statements of the Company’s subsidiary as of December 31, 2012 and for the period March 1, 2012 (inception) to December 31, 2012 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company’s subsidiary as of December 31, 2012 and for the period March 1, 2012 (inception) to December 31, 2012 contained an uncertainty about the subsidiary’s ability to continue as a going concern.

 

During the period from the Company’s subsidiary’s engagement of the Former Accountant, and through the interim period ended February 6, 2014, 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 period from the Company’s subsidiary’s engagement of the Former Accountant, and through the interim period ended February 6, 2014, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended September 30, 2013, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:

 

(i) inadequate segregation of duties and effective risk assessment; and

 

(ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

 

Other than as disclosed above, there were no reportable events during the period from the Company’s subsidiary’s engagement of the Former Accountant, and through the interim period ended February 6, 2014. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

 

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 February 7, 2014, 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

 

Exhibit No.	Description
16.1	Letter from Sadler Gibb & Associates, LLC to the Securities and Exchange Commission

 

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.

 

 

Alkame Holdings, Inc.

 

 

/s/ Robert Eakle

Robert Eakle
Chief Executive Officer

 

Date: February 8, 2014