f8k011309_soact.htm
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) January 13, 2009
So
Act Network, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
000-51886
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5715
Will Clayton Parkway, #6572
Humble,
TX 77338
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26-3534190
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(847)
565-9732
(Registrant's
telephone number, including area code)
43010,
Inc.
4400
Route 9 South, #1000
Freehold,
New Jersey 07728
(732)
446-0546
(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 registrant under any of the following
provisions:
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant's Certifying Accountant.
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
i. On
January 13, 2009, Gately & Associates (“Gately”) was dismissed as
independent auditor for the Company. On January 13, 2009, the Company
engaged Webb & Company, PA (“Webb”) as its
principal independent accountant. This decision to engage Webb was
ratified by the majority approval of the Board of Directors of the
Company.
ii. Other
than the disclosure of uncertainty regarding the ability for So Act Network,
Inc. (formerly, 43010, Inc.) to continue as a going concern which was included
in Gately’s accountant’s report on the financial statements for the past two
years, the principal accountant’s report on the financial statements for either
of the past two years did not contain an adverse opinion or disclaimer of
opinion, or was not modified as to uncertainty, audit scope, or accounting
principles. For the two most recent fiscal years and any subsequent
interim period through Gately’s termination on January 13, 2009, Gately
disclosed the uncertainty regarding the ability of So Act Network, Inc.
(formerly, 43010, Inc.) to continue as a going concern in its accountant’s
report on the financial statements. There has been no other
disagreements between the Company and Gately on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Gately
would have caused it to make a reference to the subject matter of the
disagreement in connection with its reports.
iii. The
Company’s Board of Directors participated in and approved the decision to change
our independent registered public accounting firm.
iv. In
connection with its review of financial statements through January 13, 2009,
other than the disclosure listed in subparagraph (ii), there have been no
disagreements with Gately 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 Gately would have caused
them to make reference thereto in their report on the financial
statements.
v. During
the most recent audit period and the interim period subsequent to January 13,
2008 there have been no reportable events with the Company as set forth in Item
304(a)(i)(v) of Regulation S-K.
vi. The
Company requested that Gately furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of
such letter is filed as Exhibit 16.1 to this Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm
i. The
Company engaged Webb & Company, PA (“Webb”) as its new
independent auditors as of January 13, 2009. Prior to such date, the
Company, did not consult with Webb regarding (i) the application of accounting
principles, (ii) the type of audit opinion that might be rendered, or (iii) any
other matter that was the subject of a disagreement between the Company and its
former auditor as described in Item 304(a)(1)(iv) of Regulation
S-K.
Item
8.01 Other Events.
On January 13, 2009, the Board of
Directors participated in and approved the decision of a 4 for 1 forward split
of the Company’s common stock.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of business acquired:
None
(b) Exhibits
NUMBER
EXHIBIT
16.1
Letter from Gately & Associates, LLC
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.
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Date:
January 23, 2009
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By:
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/s/ Greg Halpern
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Name:
Greg Halpern
Title:
President, Chief Executive Officer, Chief Financial Officer
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