-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TN9aS8jmNuN10akIBiqBhq+ebFX++PNChz2eDHd2ItqocKgScET+FkUYZuOVJe4z JceE4uYe2mT8Td6SV5XwCg== 0001273511-09-000123.txt : 20090605 0001273511-09-000123.hdr.sgml : 20090605 20090605142433 ACCESSION NUMBER: 0001273511-09-000123 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090325 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USA VIDEO INTERACTIVE CORP CENTRAL INDEX KEY: 0001107280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061576391 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29651 FILM NUMBER: 09876688 BUSINESS ADDRESS: STREET 1: 8 WEST MAIN STREET CITY: NIANTIC STATE: CT ZIP: 06352 BUSINESS PHONE: 8607398030 MAIL ADDRESS: STREET 1: 8 WEST MAIN STREET CITY: NIANTIC STATE: CT ZIP: 06352 8-K/A 1 revised8kdraft3.htm FORM 8-K/A Form 8-K/A - USA Video


 

 

 

 

 

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

WASHINGTON, DC 20549

 

 

 

 

FORM 8-K/A

CURRENT REPORT

 

 

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest reported)

March 25, 2009

 

USA VIDEO INTERACTIVE CORP.

(Exact name of registrant as specified in its chapter)

WYOMING

0-29651

06-15763-91

(State or other jurisdiction
of incorporation

(Commission
File Number)

(IRS Employer
Identification No.)

8 West Main Street, Niantic, Connecticut  

06352

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(860) 739-8030

 

 

(Former name or former address, if changed since last report)

 

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.

(   )   Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




INFORMATION TO BE INCLUDED IN THE REPORT


Section 4 – Matters Related to Accountants and Financial Statements


Item 4.01   Changes in Registrant’s Certifying Accountant.


This amendment to the Current Report on Form 8-K that was filed with the Securities and Exchange Commission on April 1, 2009 is being filed to add additional disclosure as requested by the SEC with respect to the Registrant’s change of auditor.


On March 25th, 2009 the Registrant dismissed GLO CPAs, LLP (“GLO”) as its auditors.  A copy of the Notice of Change of Auditor dated March 25th, 2009 is attached hereto as Exhibit 99.1.


In connection with the audit of the Registrant’s financial  statements as of and for the fiscal year ended December 31, 2007, and the interim periods through March 25, 2009, there were no disagreements with GLO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of GLO, would have caused  them to make reference in connection with its reports to the subject matter of the disagreements.


The audit report of GLO CPAs, LLP  on the Registrant’s financial  statements as of and for the year ended  December 31, 2007 (only audited 2007), did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except for the explanatory as follows:


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has not generated significant revenue from operations and has a net working capital deficiency and a stockholders’ deficiency that raise substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


There were no disagreements with GLO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of GLO, would have caused  them to make reference in connection with its reports to the subject matter of the disagreements.  The Registrant was unable to obtain a letter from GLO stating its agreement with the information contained in the Notice of Change of Auditors.


On March 25, 2009, the Registrant engaged John A. Braden & Company, P.C. ("Braden") as the Registrant’s independent certified public accountants commencing with the audit of the Registrant’s financial statements for the fiscal year ended December 31, 2008.


Prior to engaging Braden, the Registrant consulted with Braden as to its qualifications, experiences and ability to audit the Registrant’s financial statements.  The Registrant and Braden did not have substantive discussions regarding the application of accounting principles to a specified transactions, either complete or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements and there are no reports nor written or oral advice provided by the new accountants’ used in deciding to retain Braden.  Further, as noted there was no matter that was the subject of a disagreement as described in item 304(a)(1)(iv) of Regulation S-K, promulgated by the Securities and Exchange Commission.


The decision to dismiss GLO CPAs, LLP and engage John A Braden & Company, P.C. was approved by the audit committee of the Company's board of directors.


Braden has furnished the Registrant with a letter addressed dated March 25, 2009 stating its agreement with the information contained in the Notice of Change of Auditors.  A copy of this letter is attached hereto as Exhibit 16.2.


Section 9 – Financial Statements and Exhibits


Item 9.01  Financial Statements and Exhibits.


Exhibit 16.1

Letter from GLO CPAs, LLP dated March 25, 2009 addressed to British Columbia Securities Commission and Alberta Securities Commission confirming agreement with Notice of Change of Auditor.  


Exhibit 16.2

Letter from GLO CPAs, LLP dated March 25, 2009 addressed to Securities and Exchange Commission confirming agreement with Item 4.01 of Form 8-K.


Exhibit 16.3

Letter from John A. Braden &Company, P.C. dated March 25, 2009 addressed to British Columbia Securities Commission and Alberta Securities Commission confirming agreement with Notice of Change of Auditor dated March 25, 2009.


Exhibit 99.1

Notice of Change of Auditor dated March 25, 2009.



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.


USA VIDEO INTERACTIVE CORP.


Date :  June 3, 2009


By :/s/  Edwin Molina

Edwin Molina,

President




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