ITEN -- CodeSmart Holdings, Inc.

CODESMART™ UNIVERSITY is endorsed by over 60 colleges and universities nationwide for its quality of education. The CODESMART™ Group, Inc. also provides solutions for ICD-10 transition, outsource coding, coding audits, critical documentation improvement and the revenue cycle continuum.

To learn more about CODESMART™ UNIVERSITY's proprietary programs, visit www.codesmartgroup.com or www.codesmartuniversity.org.

ICD-09 is available now. ICD-10 will be available in 2015. ITEN's share price will only increase as we get closer to the availability of ICD-10.

Obama-Care "ACA" is supported by -CodeSmart Holdings Inc., to which Codesmart Holdings Inc., is to provide medical coding training required by the Affordable Care Act."

CODESMART™ UNIVERSITY is endorsed by over 60 colleges and universities nationwide for its quality of education. The CODESMART™ Group, Inc. also provides solutions for ICD-10 transition, outsource coding, coding audits, critical documentation improvement and the revenue cycle continuum.

Provides Medical Coding Tradining Rrequired by the Affodable Healthcare Act to make the following Health Care Insurance companies function:

1.Umana (HUM)
2.Cigna (CI)
3.WellPoint (WLP
4.Aetna (AET)
5.UnitedHealth (UNH)

The differences between ICD-9 and ICD-10 are significant, for example, ICD-10 has seven alpha-numeric characters and totals over 155,000 possible codes, while
ICD-9-CM codes are only three to five numeric digits and total approximately 14,000 codes. Given these increased number of codes, greater number of potential characters per code, and increased code specificity, it will require significant planning, training, and upgrades industry-wide for the transition to be made by the October 1, 2014 deadline. The penalty providers will receive for submitting an incorrect code for reimbursement: non-payment of the claim.

ICD-10 will impact every aspect of a healthcare provider’s organization. It will require a massive wave of system reviews, new medical coding or extensive updates to existing software, and changes to many system interfaces.

ICD-10 implementation has the potential to be so profound that it will touch all operational systems and procedures of the core payer administration process and the provider revenue cycle. Also, there will be huge talent gap because of ICD-10. Productivity of coders will drop by over 50% like it did in other countries who transitioned to ICD-10.

Additionally, 40 million new patients are coming into the system because of the Patient Protection and Affordable Care Act (Obamacare).

All of this results in a huge vacuum of talent in medical coding and there will be a shortage of over 4 million medical coders over the next few years.

The need to educate the entire healthcare industry and bring over 4 million people into coding will create an ongoing and sustainable business for on-line ICD-10 education programs like CodeSmart University and create the need for outsourced coding in a big way. In addition, to remain certified, coders will need continuing education every year and there will be constant changes to ICD-10 over the next 10 plus years.

A study recently conducted on 63 hospitals by The Lott QA Group, one of CodeSmart’s strategic partners, revealed that 73% of the ICD-9 coding was inaccurate.

ICD-10 will only multiply the problem exponentially. The OIG (Office of the Inspector General) says medical coding needs to be 95% accurate, this all translates into loss of revenue or a compliance problem, the shortage of coders will be monumental as many will retire and the remaining coders will have to specialize. Every healthcare provider will have to outsource a portion or all of their ICD-10 transition to a consulting company who specializes in ICD-10.

CodeSmart is a leader of only a handful of companies uniquely positioned to provide the whole continuum of necessary solutions in ICD-10 to healthcare providers.

Current Report Filing (8-k)
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 29, 2014

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

Florida

333-180653

45-4523372
(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5029 Apple Lane
Mohnton, PA 19540 (Address of Principal Executive Offices)

732-536-3800
(Registrant’s telephone number)


(former name or former address, if changed since last report)
Registrant’s telephone number, including area code

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:

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))





ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On July 17, 2014, CodeSmart Holdings, Inc. (the “Company”) received notice by e-mail from KBL, LLP (“KBL”) stating the following:

Hi All,

This email will serve as notice that effective immediately KBL has resigned as the Registered Public Accounting Firm of Codesmart. Please file an 8K as soon as possible.

The Company’s consolidated financial statements for the fiscal year ended December 31, 2013 were audited by KBL. This report on our financial statements did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. KBL’s report on our financial statements for the fiscal year ended December 31, 2013, however, did contain an uncertainty with respect to the substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal year ended December 31, 2013 and through July 17, 2014, (a) there were no disagreements with KBL on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KBL, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial statements for such years, with the exception of the paragraph below; and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

During the course of the interim review engagement performed by KBL for the period March 31, 2014, management of the Company and KBL identified a misstatement in the revenue recognition of the Company’s fees earned for their tuition revenue. Up through September 30, 2013, the Company was recognizing revenue ratably over a term of 3 to 6 months. Commencing with the Company’s fourth quarter, December 31, 2013, the Company changed their policy of revenue recognition to record the revenue upon a students’ enrollment in the course that is offered through Florida International University. For the quarter ended March 31, 2014, the Company determined that it was more realistic to record the revenue over a six month period of time. Through discussions with KBL, during the period May 23, 2014 through June 3, 2014, it was determined that there was no supporting documentation that could be provided to KBL to justify the six month time frame. The Company’s website indicates that students shall have access for a period between 12 to 18 months to complete the courses for which they enrolled and purchased, therefore, this would be a more realistic time period for the revenue to be recognized. Upon a recommendation by KBL, the Company through its designee agreed that a restatement was necessary.

The Company has provided KBL with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested KBL to furnish a letter addressed to the SEC stating whether it agrees with the statements made above.

On August 6, the Company appointed Anderson Bradshaw PLLC (“Anderson Bradshaw”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. Anderson Bradshaw is located at 5296 S. Commerce Drive Suite 300, Salt Lake City, UT 84107.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 29, 2014, Ira Shapiro resigned from his positions as Chief Executive Officer and a member of the Board of Directors of CodeSmart Holdings, Inc. (the “Company”). The resignation letter received from Mr. Shapiro is annexed hereto as Exhibit 17.1.

The Company continues to believe in its business and is in the process of formulating its budget and business plan to move forward with the assistance of investment from its current investors. In order to help move its business forward, on August 1, 2014, the Board appointed Mr. Diego E. Roca its Chief Restructuring Officer. Compensatory arrangements with Mr. Roca for his services are currently being negotiated. There is no transaction between Mr. Roca and the Company that is required to be disclosed under Item 404(a) of Regulation S-K. Set forth below is a brief biography of Mr. Diego E. Roca:

Diego E. Roca, age 46, is the former interim Chief Financial Officer of the Company and has over 15 years of experience in financial management, operations, public (SEC) filings, cash management and internal controls. From 1995 until 2004, he worked with Digitec 2000, Inc., a U.S. based telecommunications firm, where he began his career as Digitec's Controller. He was promoted to Chief Operating Officer and finally Senior Vice President, Chief Financial Officer and a director. From 2004 to 2006, Mr. Roca served as a consultant to various companies, including Digitec and Dominion Minerals Corp. From 2007 to 2012 he held the office of Executive Vice President, Chief Financial Officer and director for Dominion Minerals Corp, an international mining firm with projects in the Republics of China and Panama. Mr. Roca received a Bachelor of Science degree in Accounting from Queens College in 1991.





ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.

Description of Exhibit
17.1

Resignation Letter, dated as of July 29, 2014, from Ira Shapiro




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.


CodeSmart Holdings, Inc.

Date: August 15, 2014

By:

/s/ Diego E. Roca

Name: Diego E. Roca

Title: Chief Restructuring Officer








Exhibit 17.1


July 29, 2014

Sharon S. Franey
President and & COO
CODESMART Holdings, Inc.
5029 Apple Lane
Mohnton, PA 19540

Letter of Resignation

Dear Shari:

As you know, I have been named as a defendant in USA v. Abraxas Discala, et al., 14-CR-0039 (E.D.N.Y.), a criminal case, and Securities and Exchange Commission v. Abraxas Discala, 14-CV-4346 (E.D.N.Y), a civil action. I believe with all my heart in Codesmart and in its future. Unfortunately and with great regret, I must step down, effectively immediately, as chief executive officer and chairman of the board so that I can focus on the defense of these cases, and for the good of the company.

Best Regards,

/s/ Ira Shapiro
Ira Shapiro
103 Waters Edge Congers, NY 10920
CodeSmart Holdings, Inc. (USOTC:ITEN)

There's some good strong reasons to buy ITEN.

They are under new management. Sharon Franey, who is looking to become the new CEO has a successful past of running large multi million dollar corporations, she is a very good public speaker, shes got youtube videos out there, shes on linkedin with a very successful past and proven track history, she doesn't neglect the public, works very hard, is dedicated and most importantly, she doesn't fail and takes care of business.

She forced the former CEO out, Ira Shapiro, because he was crooked and nearly destroyed the company.

ITEN at its height, was worth well over 150M, 150 million dollars! Thats a lot, a lot of bread. Codesmart group last traded above $6 a share on 2013-07-29, where it closed at $6.01. ITEN last hit a buck on 2014-01-27.

CodeSmart Group has government contracts, healthcare contracts, contracts with the universities, they have students interested in their products and they are enrolled and working with them.

CodeSmart University has a strong online presence. Check them out at codesmart.university, http://codesmart.education, orhttp://codesmartuniversity.org

It is a live website, working with registration, full of information. The company poured tens of thousands, possibly much more into this.

ICD9 is available now by ITEN! ICD10 will be available on October 1st. This is mandated by Obamacare. Thanks Obama!

ITEN's share price will only increase as we get closer to the availability and release date of ICD10. ICD9 & 10 is the companys core product and goldmine.

According to wikipedia, ICD is short for International Classification of Diseases. ICD is designed as a health care classification system, providing a system of diagnostic codes for classifying diseases. This system is designed to map health conditions to corresponding generic categories together with specific variations, assigning for these a designated code, up to six characters long.

Obama-Care "ACA" is supported by -CodeSmart Holdings Inc., to which Codesmart Holdings Inc., is to provide medical coding training required by the Affordable Care Act."

CODESMART™ UNIVERSITY is endorsed by over 60 colleges and universities nationwide for its quality of education. The CODESMART™ Group, Inc. also provides solutions for ICD-10 transition, outsource coding, coding audits, critical documentation improvement and the revenue cycle continuum.

Provides Medical Coding Tradining Rrequired by the Affodable Healthcare Act to make the following Health Care Insurance companies function:

1.Umana (HUM)
2.Cigna (CI)
3.WellPoint (WLP
4.Aetna (AET)
5.UnitedHealth (UNH)

The differences between ICD-9 and ICD-10 are significant, for example, ICD-10 has seven alpha-numeric characters and totals over 155,000 possible codes, while

ICD-9-CM codes are only three to five numeric digits and total approximately 14,000 codes. Given these increased number of codes, greater number of potential characters per code, and increased code specificity, it will require significant planning, training, and upgrades industry-wide for the transition to be made by the October 1, 2014 deadline. The penalty providers will receive for submitting an incorrect code for reimbursement: non-payment of the claim.

ICD-10 will impact every aspect of a healthcare provider’s organization. It will require a massive wave of system reviews, new medical coding or extensive updates to existing software, and changes to many system interfaces.

ICD-10 implementation has the potential to be so profound that it will touch all operational systems and procedures of the core payer administration process and the provider revenue cycle. Also, there will be huge talent gap because of ICD-10. Productivity of coders will drop by over 50% like it did in other countries who transitioned to ICD-10.

Additionally, 40 million new patients are coming into the system because of the Patient Protection and Affordable Care Act (Obamacare).

All of this results in a huge vacuum of talent in medical coding and there will be a shortage of over 4 million medical coders over the next few years.

The need to educate the entire healthcare industry and bring over 4 million people into coding will create an ongoing and sustainable business for on-line ICD-10 education programs like CodeSmart University and create the need for outsourced coding in a big way. In addition, to remain certified, coders will need continuing education every year and there will be constant changes to ICD-10 over the next 10 plus years.

A study recently conducted on 63 hospitals by The Lott QA Group, one of CodeSmart’s strategic partners, revealed that 73% of the ICD-9 coding was inaccurate.

ICD-10 will only multiply the problem exponentially. The OIG (Office of the Inspector General) says medical coding needs to be 95% accurate, this all translates into loss of revenue or a compliance problem, the shortage of coders will be monumental as many will retire and the remaining coders will have to specialize. Every healthcare provider will have to outsource a portion or all of their ICD-10 transition to a consulting company who specializes in ICD-10.

CodeSmart is a leader of only a handful of companies uniquely positioned to provide the whole continuum of necessary solutions in ICD-10 to healthcare providers