UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
______________
 
FORM 8-K/A
Amendment No. 3
______________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 6, 2014
 
______________
 
REGALWORKS MEDIA, INC.
(Exact name of registrant as specified in its charter)
 
______________
 
 
Nevada
000-52846
76-0766174
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
604 ARIZONA AVENUE
SANTA MONICA, CA. 90401
 (Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (323) 373-3515
 
 
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


 
1
 
 
Item 4.01.  Changes in Registrant’s Certifying Accountant.

(a) and (b)

On June 6, 2014, RegalWorks Media, Inc., a Nevada corporation (the “Company”), engaged KBL, LLP, a as the Company’s independent registered public accounting firm for the year ending December 31, 2014. During the Company’s two most recent fiscal years and any subsequent interim period preceding such engagement, we have not previously consulted with KBL on the application of accounting principles to a specified transaction, or on the type of audit opinion that might be rendered on our financial statements, or any other matter that may have been the subject of a disagreement between the Company and PLS or was a reportable event.

In connection with the anticipated engagement of KBL on June 6, 2014, the Company informed PLS that it was dismissed as the Company’s independent registered public accounting firm effective immediately. The decision to change auditors was approved by the Board of Directors upon completion of a review process.

PLS’ report on the Company’s financial statements for the fiscal year ended December 31, 2013 did not contain an adverse opinion or a disclaimer of opinion, except that the report included an explanatory paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.  The report was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2013, and through June 6, 2014, there was no (i) disagreement with PLS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of PLS, would have caused PLS to make reference to the matter in connection with its report or (ii) reportable event (as described in paragraph (a)(1)(v) of Item 304 0f Regulation S-K.

The Company has provided PLS with the disclosure made herein and has requested that PLS furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of PLS’ letter is included as Exhibit 16.1 to this report.
 
Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit
No.
Description
 

 
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.
 

         
RegalWorks Media, Inc.
     
 
By:  
/s/ Dane West
   
Dane West
Chief Executive Officer
 
Date:  June 30 , 2014
 
 
 
2
 
 

 
EXHIBIT INDEX

Exhibit No.
Description

 



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
EXHIBIT 16.1
 

PLS CPA, A PROFESSIONAL CORP.
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111 t
t TELEPHONE (858 )722-5953 t FAX (858) 761-0341   t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t



June 30, 2014


U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549-7561

Re: RegalWorks Media, Inc.
SEC File No. 000-52846

On June 6, 2014 our appointment as auditor for RegalWorks Media, Inc. ceased. I have read RegalWorks Media, Inc.’s statements included under Item 4.01 of its Form 8-K/A Amendment no.3 dated June 30, 2014 and agree with such statements, insofar as they apply to this firm.

Very truly yours,


/s/ PLS CPA
 PLS CPA, A Professional Corp.

San Diego, CA. 92111