Business Context and Reporting Period
This Form 8-K is filed by Smart Server, Inc. (not Ridenow Group, Inc.) on December 16, 2016. The registrant is incorporated in Nevada and reports from Charlotte, North Carolina. The filing addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. However, it notes that the outgoing auditor's reports for the fiscal years ended November 30, 2015, and November 30, 2014, included an explanatory paragraph indicating substantial doubt as to the Company's ability to continue as a going concern.
Material Changes
- Dismissal of Auditor: On December 16, 2016, the Board of Directors dismissed Seale and Beers, CPAs, effective immediately. Seale and Beers audited the financial statements for the years ended November 30, 2015, and November 30, 2014.
- Engagement of New Auditor: On December 20, 2016, the Board engaged Scharf Pera & Co., PLLC as the new independent registered public accounting firm for the fiscal year ending December 31, 2016.
- Audit Opinions: The outgoing auditor's reports did not contain adverse opinions, disclaimers, or qualifications regarding accounting principles or scope, aside from the going concern note.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operations. The primary risk disclosed is the historical "substantial doubt" regarding the company's ability to continue as a going concern, as noted in prior audit reports. The company confirmed there were no disagreements with the outgoing auditor regarding accounting principles, practices, or auditing scope.
Investor Verification Checklist
- Verify the reason for the dismissal of Seale and Beers, CPAs, given the prior "going concern" warnings.
- Review the letter from Seale and Beers (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Confirm the status of the company's liquidity and solvency following the engagement of the new auditor, Scharf Pera & Co., PLLC.
- Check for any subsequent filings that address the "going concern" uncertainty noted in the 2014 and 2015 audits.