Current Report Filing (8-k)
28 Dezember 2016 - 6:06PM
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): December 21, 2016
CES
SYNERGIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55159
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460839941
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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39646
Fig Street
P.O.
Box 1299
Crystal
Springs, FL 33524
(Address
of principal executive offices) (zip code)
813-783-1688
(Registrant's
telephone number, including area code)
n/a
(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))
Item
4.01 Changes in Registrant’s Certifying Accountant
On
December 21, 2016, Scrudato & Co., PA (“Scrudato”) informed CES Synergies, Inc. (the “Company”) that
Scrudato was resigning, effective immediately, as the Company’s independent registered public accounting firm. Scrudato
resigned because Scrudato’s registration with the Public Company Accounting Oversight Board (the “PCAOB”) was
revoked on December 20, 2016. Scrudato resigned on December 21, 2016 following the Company’s receipt of a letter from the
Securities and Exchange Commission’s (the “SEC”) staff regarding the PCAOB registration revocation.
During
the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through December 21, 2016, there were (i)
no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and Scrudato 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 Scrudato, would have caused Scrudato to make reference
to the subject matter of such disagreements in its reports on the consolidated financial statements for such years, and (ii) no
“reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
Scrudato’s
reports on the consolidated financial statements of the Company for the fiscal years ended December 31, 2015 and 2014 did not
contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
The
Company provided Scrudato with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Scrudato
furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of Scrudato’s
letter, dated December 28, 2016, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On
December 28, 2016, the Board of Directors of the Company engaged DLL CPAs, LLC (“DLL”) as the Company’s new
independent registered public accounting firm.
During
the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through December 28, 2016, neither the
Company nor anyone acting on its behalf consulted DLL 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 with respect to the consolidated
financial statements of the Company, and neither a written report nor oral advice was provided to the Company by DLL that DLL
concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue or (ii) any matter that was either the subject of a “disagreement” (as that term is used in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v)
of Regulation S-K).
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Number
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Description
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16.1
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Letter from Scrudato dated December 28, 2016.
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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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CES
SYNERGIES, INC.
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Dated: December
28, 2016
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By:
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/s/
Sharon Rosenbauer
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Name:
Sharon Rosenbauer
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Title:
Chief Financial Officer
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3
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