On August 14, 2009, we dismissed Seale and Beers, CPAs (“Seale”) as our independent registered public accounting firm. We engaged a new independent registered public accounting firm, Gately & Associate, LLC (“Gately”) on August 14, 2009. Pursuant to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and under the Securities Exchange Act of 1934, as amended, we report as follows:
(a) (i) Seale was dismissed as our independent registered public accounting firm effective on August 14, 2009.
(ii) Seale has been our auditors since August 11, 2009 and Seale has not filed any reports on our financial statements and therefore did not contain any adverse opinions or disclaimers of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than for a going concern.
(iii) The termination of Seale and engagement of Gately was approved by our board of directors.
(iv) We and Seale did not have any disagreements with regard to any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure for the audited financials and subsequent interim period through the date of dismissal, which disagreements, if not resolved to the satisfaction of Seale, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
(v) During the period from August 11, 2009 through the date of dismissal, we did not experience any reportable events.
(b) On August 14, 2009, we engaged Gately to be our independent registered public accounting firm.
(i) Prior to engaging Gately, we had not consulted Gately regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on our financial statements or a reportable event, nor did we consult with Seale regarding any disagreements with its prior auditor 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 the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.
(ii) We did not have any disagreements with Seale and therefore did not discuss any past disagreements with Seale.
(c) We have requested Seale to furnish us with a letter addressed to the SEC stating whether Seale agrees with the statements made by us regarding Seale. Attached hereto as Exhibit 16.1 is a copy of Seale’s letter to the SEC dated August 14, 2009.
Item 9.01 Financial Statement and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
N/A
(b) PRO FORMA FINANCIAL INFORMATION.
N/A
(d) EXHIBITS
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter from Seale and Beers, CPAs
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
310 Holdings, Inc.
August 14, 2009 By: /s/ John Bordynuik
John Bordynuik
Title: Chief Executive Officer
310 Holdings/Inc · 8-K · For 8/14/09
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