-----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, IFqi5lEdn8qHBHmS32Zi8dC0fHJAMqkYqADPSPtELayPpbVMvztvdCqHlPiQpxgk Nk1OxGhaUdITuOQos7HmoA== 0001079973-06-000639.txt : 20060929 0001079973-06-000639.hdr.sgml : 20060929 20060929160638 ACCESSION NUMBER: 0001079973-06-000639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060926 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gemco Minerals, Inc. CENTRAL INDEX KEY: 0001338118 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51523 FILM NUMBER: 061117441 BUSINESS ADDRESS: STREET 1: #203 - 20489 56TH AVENUE CITY: LANGLEY STATE: A1 ZIP: V3A 3Y6 BUSINESS PHONE: 866-848-2940 MAIL ADDRESS: STREET 1: #203 - 20489 56TH AVENUE CITY: LANGLEY STATE: A1 ZIP: V3A 3Y6 FORMER COMPANY: FORMER CONFORMED NAME: Firstline Environmental Solutions Inc. DATE OF NAME CHANGE: 20050907 8-K 1 gemco_8k-092906.txt FORM 8-K UNITED STATES 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): September 26, 2006 Gemco Minerals, Inc. -------------------- (Exact name of issuer as specified in its charter) Florida 65-10011685 (State or other jurisdiction of (Commission (I.R.S. Employer Incorporation or organization) File Number) Identification Number) #203 - 20189 56th Ave Langley, B.C., V3A 3Y6 -------------------------------------------- (Address of principal executive ofices and zip code) 1-866-848-2940 -------------- (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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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)) Item 4.01. Changes in the Registrant's Certifying Accountant On September 26, 2006, the Audit Committee of the Company's Board of Directors (the "Audit Committee") agreed to accept the resignation of Cinnamon Jang Willoughby as the Company's independent registered public accounting firm. On that same date, the Audit Committee engaged Manning Elliott, LLP to serve as the independent registered public accounting firm to audit the Company's consolidated financial statements and to serve as the Company's independent registered public accounting firm for the fiscal year ended May 31, 2007. The reports of Cinnamon Jang Willoughby on the Company's consolidated financial statements as of and for the fiscal years ended May 31, 2006 and May 31, 2005 and any subsequent interim period through the date of resignation did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle. During the two fiscal years ended May 31, 2006 and May 31, 2005 and any subsequent interim period through the date of resignation, there were no (1) disagreements with Cinnamon Jang Willoughby on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Cinnamon Jang Willoughby's satisfaction, would have caused Cinnamon Jang Willoughby to make reference thereto in its report on the financial statements for such years, or (2) reportable events described under Item 304(a)(1)(iv)(B) of Regulation SB. A letter from Cinnamon Jang Willoughby is attached hereto as Exhibit 16.1, indicating its agreement with the statements herein. In deciding to select Manning Elliott, LLP, the Audit Committee reviewed auditor independence issues and existing commercial relationships with Manning Elliott, LLP and concluded that Manning Elliott, LLP has no commercial relationship with the Company that would impair its independence for the fiscal year ending May 31, 2007. During the two fiscal years ended May 31, 2006 and May 31, 2005 and the subsequent interim period through the engagement of Manning Elliott, LLP, the Company did not consult with Maning Elliott LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B. Item 9.01. Financial Statements and Exhibits (d) The following exhibits are filed with this report: Exhibit Number Description -------------- ------------------------------------------ 16.1 Letter from Cinnamon Jang Willoughby dated September 28, 2006. SIGNATURE 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, thereunto duly authorized, in the City Vancouver, on the 28th day of September 2006. GEMCO MINERALS, INC. By: /s/ Dorlyn R Evancic --------------------- Dorlyn R. Evancic Director and Chief Financial Officer Exhibit Index Exhibit Number Description -------------- ------------------------------------------ 16.1 Letter from Cinnamon Jang Willoughby dated September 28, 2006. EX-16.1 2 gemco_8k-161.txt EXHIBIT 16.1 Exhibit 16.1 Cinnamon Jang Willoughby & Company Chartered Accountants A Partnership of Incorporated Professionals Reply: R.D. Miller September 28, 2006 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Dear Sirs: Re: Gemco Minerals Inc. We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 26, 2006, to be filed by our former client, Gemco Minerals Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Cinnamon Jang Willoughby & Company Chartered Accountants /s/ "Ron Miller" ---------------- Per: R.D. Miller Inc. MetroTower II - Suite 900 - 4720 Kingsway, Burnaby, BC Canada V5H 1N2. Telephone: +1 604 435 4317. Fax: +1 604 435 4319. HLB Cinnamon Jang Willoughby & Company is a member of International. A world-wide organization of accounting firms and business advisors -----END PRIVACY-ENHANCED MESSAGE-----