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SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Report (Date of earliest event reported): June 26, 2017 (December
name of registrant as specified in its charter)
of other jurisdiction
500 Union Street, Suite 810
Seattle, Washington 98101
of principal executive office)
telephone number, including area code)
name, former address and former fiscal year, if changed since last
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 (
General Instruction A.2.
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))
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).
growth company. ☐
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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR
A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On June 1, 2017, management of Visualant Incorporated (the
“Company”) concluded that the previously filed
unaudited consolidated financial statements of the Company as of
and for the quarterly period ended December 31, 2016 required
restatement to account for the subsequent determination by
management that there had been a full impairment of goodwill as it
relates to TransTech Systems. Inc., and such impairment was
material to our financial statements.
As a result of the
impairment, the consolidated financial statements for the quarter
ended December 31, 2016 contained in our Quarterly Report on Form
10-Q as filed with the Commission on February 21, 2017 should no
longer be relied upon.
We have restated our financial statements for the quarterly period
ended December 31, 2016 to reflect the aforementioned changes. The
amendment and restatement is included in the Company’s Form
10-Q/A for the period ended December 31, 2016 as filed on June 5,
2017. The effect of the restatement on specific line items in the
Consolidated Statement of Operations for the three months ended
December 31, 2016 was to increase Impairment of goodwill, Operating
loss, Loss before income tax and Net Loss by $500,000 and our Loss
per share by $0.15 per share to $0.81. The effect of the
restatement on the specific line items in the Consolidates Balance
Sheet at December 31, 2016 was to reduce Goodwill, Current assets,
Total assets, Retained earnings, Total stockholders’ equity
and Total liabilities and stockholders’ equity by
The Company’s management discussed the matters disclosed in
Item 4.02 of this filing with
SD Mayer & Associates,
, the Company’s independent
registered certified public accounting firm.
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.
Dated: June 26
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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