TBEV High Performance Beverages Company (CE)

 

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): August 3, 2015

 

HIGH PERFORMANCE BEVERAGES COMPANY

(Exact name of registrant as specified in its charter)

 

Nevada		333-170393		27-3566307
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

5137 E. Armor St. Cave Creek, AZ		85331
(Address of principal executive offices)		(Zip Code)

 

602.326.8290

(Registrant’s telephone number, including area code)

 

 

(Former name 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 (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.

 

Previous independent registered public accounting firm

 

(a) On August 3, 2015, HIGH PERFORMANCE BEVERAGES COMPANY (the “Registrant” or the ‘Company”) was notified by RBSM LLP (“RBSM”) that the firm resigned as the Registrant’s independent registered public accounting firm. RBSM was engaged by the Company on February 2, 2015. RBSM did not issue an audit report on the Company’s financial statements. Since RBSM did not issue any report on the Company’s financial statements, none exist that contain an adverse opinion or disclaimer of opinion, or were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the period February 2, 2015 through August 3, 2015: (i) there have been no disagreements with RBSM 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 RBSM, would have caused it to make reference to the subject matter of the disagreement in connection with its reports for such periods and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided RBSM with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

 

A copy of the letter from RBSM is attached hereto as Exhibit 16.1

 

New independent registered public accounting firm

 

On August 3, 2015 (the “Engagement Date”), the Company engaged GBH CPAs, PC (“GBH”) as its independent registered public accounting firm for the Company’s fiscal year ending July 31, 2015. The decision to engage GBH as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

 

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with GBH regarding either:

 

1.

The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that GBH concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

 

2.

Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits

 

(a)  Financial statements of businesses acquired.

 

Not applicable

 

(b)  Pro forma financial information.

 

Not applicable

 

(c)  Shell company transactions.

 

Not applicable

 

(d)  Exhibits

 

Exhibit No.		Description of Exhibit
16.1		Letter from RBSM, LLP

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HIGH PERFORMANCE BEVERAGES COMPANY
Dated: August 27, 2015	By:	/s/ Toby McBride
		Name: Toby McBride
		Title: Chief Executive Officer

 

4

 

EXHIBIT 16.1

 

RBSM, LLP

New York, New York

  

August 27, 2015

 

Securities and Exchange Commission

100 F Street, N.W.

Washington, DC 20549-7561

 

Dear Sirs/Madams:

 

We have read Item 4.01 of High Performance Beverage, Inc. (the “Company”) Form 8-K dated August 3, 2015, and are in agreement with the statements relating only to RBSM, LLP contained therein. We have no basis to agree or disagree with other statements of the Company contained therein

 

Very truly yours, 

 

/s/ RBSM, LLP