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telephone number, including area code: (214) 758-8600
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
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the appropriate box below if the Form 8-K filing is intended to
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under any of the following provisions:
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☐ Soliciting
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CFR 240.14d-2(b))
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CFR 240.13e-4(c))
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Emerging
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Item 8.01 Other
Information.
Completion of external investigation into the allegations made by
Company’s former external independent auditor
On
September 9, 2019, the Company received the final report issued
from a third-party firm the Company engaged, which is headquartered
in Washington D.C. and is consistently ranked as one of the top
forensic firms in the world, regarding its investigation into
allegations made by the Company’s former auditors in a letter
dated September 4, 2018. The Company engaged this firm in India
beginning in early 2019 to perform the firm’s recommended
procedures to access the accuracy of allegations made by RBSM, LLP
as part of its resignation process.
The
third-party firm was provided full access to Company management in
the United States and certain former employees and consultants in
India. The firm also was provided agreements, technical accounting
memos, and underlying accounting books and records of the
Company’s U.S. entity as well as its Indian subsidiaries for
multiple fiscal years to complete their investigation.
According
to the auditor’s letter, the allegations were based solely on
a single cited verbal only discussion with a single senior member
of the management team of the Company’s Indian subsidiaries.
Based on this communication, the auditor identified indicators of
possible fraud including possible recognition of fictitious
revenue, understating liabilities and potential concealment or
misappropriation of cash. The Board of Directors and the Audit
Committee of the Company subsequently received unsolicited written
communication from this same cited senior manager who described the
comments attributed to him as far-fetched and at best erroneously
interpreted.
The
auditor’s allegations were not supported by any documents
provided by the auditors themselves or that were discovered by the
firm which undertook the investigation of those
allegations.
Upon
reviewing the final report of the third-party firm’s
investigation, the Company was provided no evidence that
substantiated any of the allegations made by RBSM, LLP relating to
fraud, understatement of liabilities, and/or misappropriate of
assets. Further, the investigation supported the Company’s
treatment and presentation of events and transactions as accurate,
complete and timely. The Company has provided this report to its
former auditors Liggett & Webb, PA., however it has not been
included as an attachment to this 8k because the cost of so doing
was prohibitive for the Company. The Company acknowledges certain
issues relating to the completeness of related party disclosures
within its financial statements, however, these disclosures, taken
individually and as a whole, would not impact the investment
decision in the Company’s securities by an average investor.
The Company’s Board of Directors has reported to Management
that it now considers the abovementioned investigation complete and
closed with no further action deemed necessary.
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.
