8-K

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) August 5,2008

RHAPSODY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	005-52203	20-4743916
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
26000 Commercentre Drive, Lake Forest, CA		92630
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 598-9242

Not Applicable

(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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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 Certifying Accountant

On August 5, 2008, we notified BDO Seidman, LLP (“BDO”), the independent registered public accounting firm that was engaged as our principal accountant to audit our financial statements, that we intended to engage new certifying accountants and thereby were dismissing BDO.

Our decision to change accountants was unanimously approved by our board of directors at the same meeting at which our audit committee was appointed. The reason for the change was to allow us to engage the firm that has audited the annual financial statements of Primoris.

The audit report dated May 29, 2008 of BDO on our financial statements as of March 31, 2007 and 2008, and for the periods from inception (April 24, 2006) to March 31, 2007, the year ended March 31, 2008 and the period from inception (April 24, 2006) to March 31, 2008, did not contain any 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 contained a separate paragraph stating:

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 is required to consummate a business combination by October 3, 2008. As discussed in Note 8, the Company has entered into a definitive agreement of merger. The possibility of such business combination not being consummated raises substantial doubt about the Company’s ability to continue as a going concern, and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

During the period from inception (April 24, 2006) to March 31, 2008 and the subsequent interim period through August 5, 2008, there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which disagreements, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the disagreement in connection with its report. There were no “reportable events” as defined in Regulation S-K Item 304(a)(1)(v) during the period from inception (April 24, 2006) to March 31, 2008 and the subsequent interim period through August 5, 2008.

We provided BDO with a copy of the disclosures we are making in this Item 4.01(a). Attached as Exhibit 16.1 to this report is BDO’s letter to the Securities and Exchange Commission, dated August 6, 2008, regarding these disclosures.

(b)Engagement of New Certifying Accountant

On August 5, 2008, we engaged Moss Adams LLP (“Moss Adams”) as our new independent auditors. We have not consulted with Moss Adams during the period from inception (April 24, 2006) to March 31, 2008 and the subsequent interim period through August 5, 2008 regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, or as to any disagreement or event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K under the Securities Act.

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Item 5.05.Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On August 5, 2008, our board of directors adopted various non-substantive revisions to our code of ethics that applies to our directors, officers and employees as well as those of our subsidiaries. A copy of our code of ethics is attached as Exhibit 14.1 to this report.

Item 9.01.Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

Not applicable.

(b)Pro Forma Financial Information

Not applicable.

(c)Shell Company Transaction

Not applicable.

(d) Exhibits

Exhibit No.	Description
14.1	Code of Ethics (*)
16.1	Letter from BDO Seidman, LLP dated August 6, 2008 regarding change in certifying accountant (*)

_______________

(*)Filed herewith.

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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 hereunto duly authorized.

Date: August 6, 2008 RHAPSODY ACQUISITION CORP.

By:  /s/ John P. Schauerman                   

John P. Schauerman,

Chief Financial Officer

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EXHIBIT ATTACHED TO THIS FORM 8-K

Exhibit No.	Description
14.1	Code of Ethics
16.1	Letter from BDO Seidman, LLP dated August 6, 2008 regarding change in certifying accountant

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EX-14.1

Exhibit 14.1

CODE OF ETHICS

1.Introduction

The Board of Directors of Rhapsody Acquisition Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees,to:

·   promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·   promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”), as well as in other public communications made by or on behalf of the Company;

·   promote compliance with applicable governmental laws, rules and regulations;

·   deter wrongdoing; and

·   require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company” means Rhapsody Acquisition Corp. and, in appropriate context, the Company’s subsidiaries.

2.Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company never should be subordinated to personal gain and advantage.

Each person must:

·   Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests.

·   Observe all applicable governmental laws, rules and regulations.

·   Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain the accuracy and completeness of the Company’s financial records and other business-related information and data.

·   Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.

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Exhibit 14.1

·   Deal fairly with the Company’s customers, suppliers, competitors and employees.

·   Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

·   Protect the assets of the Company and ensure their proper use.

·   Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or using corporate assets, information or position for general personal gain outside the scope of employment with the Company.

·   Avoid conflicts of interest, wherever possible, except under guidelines approved by the Board of Directors (or the appropriate committee of the Board). Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following:

·   any significant ownership interest in any supplier or customer;

·   any consulting or employment relationship with any customer, supplier or competitor;

·   any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;

·   the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;

·   being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;

·   selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and

·   any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Codeinterferes - or even appears to interfere - with the interests of the Company as a whole.

3.Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

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Exhibit 14.1

·   not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and

·   in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chairman of the Board of Directors of the Company and each subsidiary of Company (or similar person performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the Chairman of the Audit Committee of Company’s Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

4.Compliance

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

5.Reporting and Accountability

The Board of Directors or Audit Committee of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board of Directors or Audit Committee promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:

·   Notify the Chairman promptly of any existing or potential violation of this Code.

·   Not retaliate against any other person for reports of potential violations that are made in good faith.

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Exhibit 14.1

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:

·   The Board of Directors or Audit Committee will take all appropriate action to investigate any breaches reported to it.

·   If the Audit Committee determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.

·   Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and/or General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

6.Waivers and Amendments

Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for theprincipal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functionsor any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.

A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

7.Other Policies and Procedures

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

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Exhibit 14.1

8.Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary.

Amended and Restated, and effective as of August 5, 2008.

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EX-16.1

Exhibit 16.1

(BDO Seidman, LLP Letterhead)

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 5, 2008, to be filed by our former client, Rhapsody Acquisition Corp. We agree with the statements made in response to that item insofar as they relate to our Firm.

Very truly yours,

/s/ BDO Seidman, LLP

BDO Seidman, LLP

August 6, 2008