SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2012
OCEAN ELECTRIC INC.
(Exact name of registrant as specified in charter)
| Nevada | 000-52775 | 20-4076559 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 112 North Curry Street, Carson City, Nevada | 89703 |
| (Address of principal executive offices) | (Zip Code) |
775-321-8216
Registrant’s telephone number
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-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) On November 28, 2012, Ocean Electric Inc. (the "Company") dismissed its independent registered public accounting firm, PLS CPAs (the “Former Accountant”). The Company's decision to dismiss the Former Accountant was approved by its Board of Directors on November 28, 2012.
The report of the Former Accountant on the financial statements of the Company for each of the two most recent fiscal years, and its reviews of interim financial statements contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During our two most recent fiscal years and through to November 28, 2012, the date of dismissal, there have been no disagreements with the Former Accountant 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 Former Accountant, would have caused the Former Accountant to make reference thereto in its report on the Company’s financial statements.
The Company has requested that the Former Accountant furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The requested letter is attached as Exhibit 16.1 to this Form 8-K.
(b) Effective November 28, 2012, the Company engaged Drake & Klein CPAs (“Drake & Klein”) to serve as the Company’s new independent registered public accounting firm. The engagement of Drake & Klein as the Company’s new independent registered public accounting firm was approved by the Company’s Board of Directors. Neither the Company, nor anyone on its behalf, consulted Drake & Klein during the Company’s two most recent fiscal years and any subsequent interim period prior to the Company’s engagement of Drake & Klein regarding any of the matters set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
16.1 Letter from PLS CPAs dated January 8, 2013 regarding change in certifying accountant
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.
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| OCEAN ELECTRIC INC. |
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| Date: January 8, 2013 | By | /s/ Ricardo Prats |
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| Ricardo Prats, President |
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| PLS CPA, A PROFESSIONAL CORP. t4725MERCURY STREET #210 tSAN DIEGO tCALIFORNIA 92111t tTELEPHONE (858)722-5953 tFAX (858) 858-433-2979 tFAX (858) 433-2979 tE-MAIL changgpark@gmail.comt
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January 8, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-7561
Re: Ocean Electric, Inc.
Dear Madame or Sir
On November 28, 2012 our appointment as auditor for Ocean Electric Inc., ceased. We have read Ocean Electric Inc.’s statement included under Item 4.01 of its Form 8-K/A Amendment No. 2 dated November 28, 2012 and agree with such statements, insofar as they apply to us.
Very truly yours,
/s/ PLS CPA
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PLS CPA, A Professional Corp.
San Diego, CA 92111