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 earliest event reported)
BIOLOG, INC.
(Exact name of registrant as specified in its charter)
Utah
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87-0279370
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1223 W Belden Avenue
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(Address of principal executive offices) (Zip Code)
(315) 701-10320
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(Registrant's telephone no., including area code)
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(Former name, former address and former fiscal year, 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):
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
May 26, 2017, Board of Directors of
the Company approved the termination of MaloneBailey, LLP (
“MaloneBailey”) as
the Company’s independent registered public accounting firm.
The Company’s financial statements of the fiscal years ended
December 31, 2014 were audited by MaloneBaileye’s report on our financial statements, which did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. MaloneBailey's report on our financial statements for the fiscal year ended
December 31, 2013 through
March 30, 2014, however, stated that there is substantial doubt about
the Company’s ability to continue as a going concern.
During the fiscal years ended
December 31, 2015 and through
May 25, 2017, (a) there were no disagreements with Enterprise on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Stegman, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial statements for such years and (b) there were no
“reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided MaloneBailey with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (
“SEC”) and requested MaloneBailey to furnish a letter addressed to the SEC stating whether it agrees with the statements made above. To be
filed herewith as
Exhibit 16.1 is a copy of MaloneBailey's letter to the SEC dated
May 25, 2017.
During
the Company's previous fiscal years ended
December 31, 2016 through
May 25, 2017, neither
the Company nor anyone on
the Company's behalf consulted with MaloneBailey 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 or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has authorized MaloneBailey to respond fully to all inquiries of Boyle.
ITEM 5.02 DEPARTURES OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
May 26, 2017 In accordance with the Special Meeting of the Shareholders, Gerald Fay, Pat Scorzelli and Mike Healey resigned as Director and Officer of
the Registrant and
Shelli Fields of Syracuse, New York was elected as a Director, and appointed as Chief Executive Officer of
the Registrant
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.
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Description of Exhibit
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16.1
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Letter from Auditors to the Securities aNd Exchange Comission dated May 26, 2017
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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 thereunto duly authorized
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BIOLOG, INC.
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(Registrant)
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Chief Executive Officer and
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Director
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(Duly Authorized Officer)
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