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 Report (Date of earliest event reported):   April 29, 2013

AVT, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
000-53372
 
11-3828743
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of Incorporation)
     
Identification Number)
         
341 Bonnie Circle, Suite 102, Corona, CA 92880
(Address of principal executive offices)
         
   
( 951) 737-1057
   
   
(Registrant’s Telephone Number)
   

__________________________________________________
(Former name or former address, 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:
 
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 



Item 4.01 Changes in Registrant’s Certifying Accountant

On April 29, 2013, the Board of Directors of the Company terminated its independent registered public accounting firm, StarkSchenkein, LLP, (“StarkSchenkein”).

StarkSchenkein did not issue any audit reports on the Company’s financial statements.

During the Company’s most recent fiscal year and any subsequent interim period preceding the termination of StarkSchenkein, there were no reportable events or disagreements with StarkSchenkein 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 StarkSchenkein, would have caused the Company to make reference to the subject matter of the disagreement(s) in connection with this report, except as noted in the subsequent paragraph.

StarkSchenkein has advised the Company that it did not agree with the Company’s prior accounting treatment for convertible notes with derivative instrument, beneficial conversions and other features.  The Company authorized StarkSchenkein to respond fully to inquiries of the Company’s successor accountant concerning this subject matter. 

The Company has provided a copy of this disclosure to StarkSchenkein, and requested that StarkSchenkein furnish the Company with a letter, within the time periods prescribed by Item 304 (a)(3) of Regulation S-K of Securities and Exchange Act of 1934, addressed to the Securities and Exchange Commission stating whether StarkSchenkein agrees with the statements made by the Company and, if not, stating the respects in which StarkSchenkein does not agree.

A copy of StarkSchenkein’s response to this Report on Form 8-K is attached hereto as Exhibit 16.



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, hereunto duly authorized.
 
 
AVT, Inc.
 
 
 /s/
Natalie Russell
________________________
By:
Natalie Russell
Its:
Chief Financial Officer


 
 

 


Exhibit 16








SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549

Re:            AVT, Inc. (the “Company”)
Form 8-K, Item 4.01, dated April 30, 2013 (the “Report”)

Gentlemen:

We have reviewed the above referenced Report filed by the Company.  We agree with the statements made by the Company in the Report and authorize the Company to file a copy of this letter as an exhibit to the Report.


Stark Schenkein, LLP


/s/ Stark Schenkein, LLP
Denver, Colorado
May 14, 2013