Business Context and Reporting Period
This Form 8-K is filed by TransBiotec, Inc. (not SOBR Safe, Inc., which appears to be a product or subsidiary reference) for the reporting period ending July 30, 2013, with the document signed on April 14, 2014. The company is a Delaware corporation focused on the development of the SOBR device.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. However, it notes that the previous auditor's reports for the Audit Period (July 19, 2004 through December 31, 2012) contained an emphasis of matter paragraph indicating conditions that raised substantial doubt about the company's ability to continue as a going concern.
Material Changes
- Accountant Resignation: Ronald R. Chadwick, PC resigned as the independent registered public accounting firm, effective December 31, 2013, citing a decision to cease public company audit work.
- New Auditor Appointment: Anton & Chia, LLP was appointed as the new independent auditor, effective February 24, 2014.
- Board Departures: Mr. Nicholas Limer resigned from the Board of Directors and as Secretary on July 30, 2013. Mr. Sam Satyanarayana resigned from the Board of Directors on July 31, 2013.
- Management Appointment: Mr. Charles Bennington, the company's President, was appointed as Secretary following Mr. Limer's resignation.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or specific management commentary on future performance. The primary risk disclosed is the going concern uncertainty previously highlighted by the former auditor. The company's strategy remains dependent on the successful development and market implementation of the SOBR device.
Investor Verification Checklist
- Verify the current status of the company's liquidity and ability to continue as a going concern given the prior auditor's warning.
- Confirm the reasons for the resignation of two Board members and the Secretary within a 24-hour period.
- Review the engagement letter and initial audit plan of the new auditor, Anton & Chia, LLP.
- Check for any subsequent filings regarding the former auditor's response letter to the SEC.