-----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, AMG7pBBMvq5Ns0DafG4QuHQSjq8dYx5NOyAE5WPk/UWT1dtqKfiSKRhZumbmqj3b kSElwodH4ZfMj06pgqGXxg== 0001255294-08-000091.txt : 20080129 0001255294-08-000091.hdr.sgml : 20080129 20080129122141 ACCESSION NUMBER: 0001255294-08-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080121 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20080129 DATE AS OF CHANGE: 20080129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUANCE RESOURCES CORP. CENTRAL INDEX KEY: 0001333563 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52494 FILM NUMBER: 08556801 BUSINESS ADDRESS: STREET 1: 601-8623 GRANVILLE ST CITY: VANCOUVER STATE: A1 ZIP: V6P 582 BUSINESS PHONE: (778) 235-6658 MAIL ADDRESS: STREET 1: 601-8623 GRANVILLE ST CITY: VANCOUVER STATE: A1 ZIP: V6P 582 FORMER COMPANY: FORMER CONFORMED NAME: Farrier Resources Corp DATE OF NAME CHANGE: 20050720 8-K 1 mainbody.htm MAINBODY mainbody.htm
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):  January 21, 2008
 
Nuance Resources Corp.
(Exact name of registrant as specified in its charter)
 
Nevada
333-134715
98-0462664
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

601-8623 Granville St., Vancouver, B.C., Canada
V6P 582
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  778-235-6658

___________________________________________________
(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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


SECTION 4 - Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant.

Merger Involving Independent Accountants

On January 21, 2008, Nuance Resources Corp. (the “Company”) was informed by Amisano Hanson ("AH"), the independent registered public accounting firm for the Company, as follows:

1.   AH has consummated a merger (the “Merger”) with BDO Dunwoody LLP ("BDO"). The name of the post-merger firm is BDO Dunwoody LLP ("AH + BDO"), which is registered with the Public Company Accounting Oversight Board (United States); and

2.   The Company is required to file this Form 8-K as notification that AH + BDO succeeds AH as the Company’s independent registered auditor.

Changes in Registrant’s Certifying Accountants

As a result of the Merger described above, on January 21, 2008, AH resigned as the Company’s independent registered auditor. The Company has engaged AH + BDO as its independent registered auditor effective January 21, 2008. The decision to change auditors was approved by the Company’s board of directors. The Company did not consult with AH + BDO on any matters prior to retaining such firm as its independent registered auditor.

AH’s audit report on the financial statements of the Company for the periods from inception to May 31, 2006 and inception to November 30, 2006 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the periods from inception to May 31, 2006 and inception to November 30, 2006 contained an uncertainty about the Company’s ability to continue as a going concern.

From the period of inception to November 30, 2007, and through the interim period ended January 21, 2008, there were no disagreements with AH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of AH would have caused them to make reference thereto in their report on the financial statements for such periods.

From the period of inception to May 31, 2007, and through the interim period ended January 21, 2008, AH did not advise the Company with respect to any of the matters described in paragraphs (a)(1)(iv)(A) and (B) of Item 304 of Regulation S-B.

On January 25, 2008, the Company provided AH with its disclosures in this Form 8-K disclosing the resignation of AH and requested in writing that AH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. AH’s response is filed as an exhibit to this Current Report on Form 8-K

2

 
Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.
Description

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.


Nuance Resources Corp.
 
By: /s/ James D. Bunney
  James D. Bunney
Title: Chief Executive Officer, Chief Financial Officer, PrincipalAccounting Officer and Director
   
Date:   January 25, 2007
 
EX-16.1 2 ex16_1.htm EXHIBIT 16.1 ex16_1.htm
  A PARTNERSHIP OF INCORPORATED PROFESSIONALS   AmisanoHanson
  CharteredAccountants


January 25, 2008


Securities and Exchange Commission
100 F Street, NE
Washington, DC  20549
U.S.A.

Dear Ladies and Gentlemen:

We are the former independent auditors for Nuance Resources Corp. (the “Company”).  We have read the Company’s disclosure in the section “Changes In Registrant’s Certifying Accountant” as included in Section 4.01 of the Company’s 8K dated January 25, 2008 and are in agreement with the disclosure in that section, insofar as it pertains to our firm.

Yours very truly,


“Amisano Hanson”
AMISANO HANSON
 

750 WEST PENDER STREET, SUITE 604  TELEPHONE:                             604-689-0188
VANCOUVER CANADA  FACSIMILE:                              604-689-9773
V6C 2T7     E-MAIL:                         amishan@telus.net
 
 
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