Item 4.01 Change in Registrant’s Certifying Accountant.
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 6 , 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 6 , 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 Gately 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 21 , 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
Signature
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 21, 2009 By: /s/ John Bordynuik
John Bordynuik
Title: Chief Executive Officer
sec.gov
August 21, 2009
Jennifer Fugario, Staff Accountant
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549-4561
Re: 310 Holdings, Inc.
Form 8-K Filed August 17, 2009
File No. 000-52444
Dear Ms. Fugario:
We represent 310 Holdings, Inc. (the “Company”). We are in receipt of your letter dated August 20, 2009 and the following sets forth our responses to same:
Form 8-K Filed August 17, 2009
Item 4.01 Changes in Registrant’s Certifying Accountant
1. You disclose that Seale and Beers, CPAs have been your auditors since August 11, 2009; however, this appears inconsistent with the disclosure noted in your Form 8-K filed August 11, 2009 wherein you state that Seale and Beers, CPAs were engaged on August 6, 2009. Please advise and amend the Form 8-K to revise your disclosure accordingly.
Answer: This has been revised to disclose that Seale & Beers, CPAs were engaged on August 6, 2009.
2. You disclose that you have not consulted with Seale and Beers, CPAs regarding the matters set forth in Item 304(a)(2)(ii) of Regulation S-K. Please note that your disclosure should state whether you have consulted with the newly engaged accountant regarding such matters. Please amend the Form 8-K to revise your disclosure accordingly.
Answer: This has been revised to disclose that the Company has not consulted with the new auditors regarding the matters set forth in Item 304(a)(2)(ii).
3. Please include an updated Exhibit 16 letter from the former accountants in your amended Form 8-K.
Answer: An updated Exhibit 16 letter from the former accountant is included.
The Company has acknowledged that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing:
· staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing: and
· the Company many not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
ANSLOW& JACLIN, LLP
By: /s/ Gregg E. Jaclin
GREGG E. JACLIN
sec.gov |
