UNITED
STATES
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): July 6, 2018
Virtual
Crypto Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-15746 |
|
68-0080601 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 11
Ha’amal Street, Tel Aviv, Israel |
|
4809174 |
| (Address
of principal executive offices’) |
|
(Zip
Code) |
Registrant’s
Telephone Number, including area code: +972 3-600-3375
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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) |
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 [ ]
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. [ ]
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm.
On
July 6, 2018 (the “Effective Date”), Virtual Crypto Technologies, Inc. (the “Registrant”) dismissed its
independent registered public accounting firm, Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited
(“Deloitte”). The change of independent registered public accounting firms was made in an effort to reduce the Registrant’s
costs and not due to any disagreements with Deloitte. The decision to dismiss Deloitte was recommended and approved by the Registrant’s
Board of Directors, effective as of the Effective Date.
Deloitte issued an auditor’s
report on the Registrant’s financial statements for each of the last two fiscal years ended December 31, 2017 and 2016 and
did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except that such reports contained explanatory paragraphs in respect to uncertainty as to the Registrant’s
ability to continue as a going concern. During the years ended December 31, 2017 and 2016 and subsequent interim period through
the Effective Date, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Deloitte on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreements
in their reports on the Registrant’s financial statements, (ii) no reportable events (as defined in Item 304(a)(l)(v) of
Regulation S-K).
The
Registrant provided Deloitte with a copy of the disclosures contained in this Current Report on Form 8-K (this “Form 8-K”)
and requested in writing that Deloitte furnish the Registrant with a letter addressed to the U.S. Securities and Exchange Commission
stating whether or not it agrees with the statements made herein. Deloitte provided a letter, dated July 10, 2018,
which letter is filed as Exhibit 16.1 to this Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm.
Effective
as of the Effective Date, the Board of Directors of the Registrant approved the appointment of Halperin Ilanit, CPA, with offices
located in Tel Aviv, Israel (“Halperin”), as the Registrant’s new independent registered public accounting firm
for the fiscal year ending December 31, 2018.
During
the two most recent fiscal years ended December 31, 2017 and 2016 and any subsequent interim period through the Effective Date,
neither the Registrant nor anyone on its behalf consulted with Halperin regarding: (i) the application of accounting principles
to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on its financial
statements by Halperin, and neither a written report or oral advice was provided to the Registrant by Halperin that Halperin concluded
was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting
issues; or (iii) any other matter that was the subject of a “disagreement” or “reportable event” (as such
terms are described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K) between the Registrant and its former independent
registered public accounting firm, Deloitte.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
| |
Virtual Crypto Technologies, Inc. |
| |
|
|
| |
By: |
/s/
Alon Dayan |
| |
Name: |
Alon
Dayan |
| Date:
July 10, 2018 |
Title: |
Chief
Executive Officer |
