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Diamondhead Casino Corp. – ‘8-K’ for 9/21/22

On:  Wednesday, 9/21/22, at 3:32pm ET   ·   For:  9/21/22   ·   Accession #:  1493152-22-26457   ·   File #:  0-17529

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/21/22  Diamondhead Casino Corp.          8-K:4,9     9/21/22   11:460K                                   M2 Compliance LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     29K 
 2: EX-16       Letter re: a Change in Accountant                   HTML      6K 
 6: R1          Cover                                               HTML     39K 
 9: XML         IDEA XML File -- Filing Summary                      XML     13K 
 7: XML         XBRL Instance -- form8-k_htm                         XML     14K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.LAB  Inline XBRL Taxonomy Extension Label Linkbase        XML     96K 
                Document -- dhcc-20220921_lab                                    
 5: EX-101.PRE  Inline XBRL Taxonomy Extension Presentation          XML     64K 
                Linkbase Document -- dhcc-20220921_pre                           
 3: EX-101.SCH  Inline XBRL Taxonomy Extension Schema Document --    XSD     13K 
                dhcc-20220921                                                    
10: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
11: ZIP         XBRL Zipped Folder -- 0001493152-22-026457-xbrl      Zip     16K 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i September 21, 2022

 

 i DIAMONDHEAD CASINO CORPORATION

 

DELAWARE

COMMISSION FILE NUMBER:  i 0-17529

IRS EMPLOYER IDENTIFICATION NO.  i 59-2935476

 

 i 1013 Princess Street

 i Alexandria,  i Virginia  i 22314

 i (703)  i 683-6800

 

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:

 

 i  Written communications pursuant to Rule 425 under the Securities Act.
 i  Soliciting material pursuant to Rule 14a- 12 under the Securities Act.
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
 i  Pre-commencement communications pursuant to Rule 14e-4(c) under the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  i 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 C: 
 
 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

Based on information provided by the Registrant’s independent registered public accounting firm, Friedman LLP (“Friedman”), effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent registered public accounting firm as a wholly-owned subsidiary of Marcum. On September 21, 2022, the Registrant (i) dismissed Friedman and (ii) engaged Marcum to serve as the independent registered public accounting firm of the Registrant and to provide the services previously provided to the Registrant by Friedman.

 

Neither of Friedman’s reports on the financial statements of the Registrant for either of the past two fiscal years ended December 31, 2021 and December 31, 2020 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the Registrant’s two most recent fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through September 21, 2022, there were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Friedman, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

 

During the Registrant’s two most recent fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through September 21, 2022, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Registrant has provided Friedman with a copy of the above disclosures. A letter to the Commission dated September 21, 2022 from Friedman regarding its concurrence or disagreement with the statements made by the Registrant in this current report concerning the dismissal of Friedman as the Registrant’s independent registered public accounting firm is attached as Exhibit 16 hereto.

 

During the Registrant’s two most recent fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through September 21, 2022, neither the Registrant nor anyone on its behalf has consulted with Marcum with respect to 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 Registrant’s consolidated financial statements, and neither a written report nor oral advice was provided to the Registrant that Marcum concluded was an important factor considered by the Registrant 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 defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

16 Letter from Friedman LLP regarding the change in the Registrant’s certifying accountant, dated September 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 C: 
 
 

 

SIGNATURES

 

Pursuant to the requirement 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.

 

  DIAMONDHEAD CASINO CORPORATION
     
  By: /s/ Deborah A. Vitale
    Deborah A. Vitale
    President

 

Dated: September 21, 2022

 

 C: 
 

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:9/21/22
9/1/22
12/31/2110-K
12/31/2010-K
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