United
States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 27, 2012
ZEVOTEK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
| 333-137210 (Commission File Number) |
05-0630427 (IRS Employer Identification No.) |
19 Sylvan Avenue, Second Floor Englewood Cliffs, New Jersey (principal executive offices) |
07632 (Zip Code) |
(201) 820-0357
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
EXPLANATORY NOTE
On August 27, 2012, we filed with the Securities and Exchange Commission our Current Report on Form 8-K announcing a change in our independent auditor, RBSM LLP (“RBSM LLP”). At the time we filed our Current Report, we did not have a letter from RBSM LLP addressed to the Commission stating whether it agrees with the statements made by the registrant in response to Item 304(a) of Regulation S-K, and, if not, stating the respects in which it does not agree. This Amendment No. 1 to our Form 8-K filed on August 27, 2012, is being filed to include the letter from RBSM LLP required by the rules of the Commission.
The filing of this Form 8-K/A, Amendment No. 1, is not an admission that our Form 8-K filed on August 27, 2012, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.
Except as described herein, no other changes have been made to our Current Report on Form 8-K filed August 27, 2012, relating to Changes in Registrant’s Certifying Accountant. We have not updated the disclosures in this Form 8-K/A, Amendment No. 1, to speak as of a later date or to reflect events which occurred at a later date, except as noted.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On August 27, 2012, the registrant dismissed its independent auditor, RBSM LLP (“RBSM LLP”).
RBSM LLP’s reports on the registrant’s financial statements for the year ended June 30, 2011, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that RBSM LLP’s reports on the registrant’s Form 10-K for the year ended June 30, 2011, raised substantial doubt about its ability to continue as a going concern.
The decision to dismiss RBSM LLP was recommended by the registrant’s board of directors.
During the two most recent fiscal years and any subsequent interim period through August 27, 2012, there have not been any disagreements between the registrant and RBSM LLP 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 RBSM LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such periods.
The registrant has provided RBSM LLP with a copy of the disclosures on September 13, 2012 it is making in this Current Report. The registrant requested on September 13, 2012 that RBSM LLP furnish the registrant with a letter addressed to the Commission stating whether it agrees with the statements made by the registrant in response to Item 304(a) of Regulation S-K, and, if not, stating the respects in which it does not agree. Attached to this Current Report is the letter of RBSM LLP called for by the Commission’s rules.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. Not applicable. |
| (b) | Pro forma financial information. Not applicable. |
| (c) | Shell company transaction. Not applicable. |
| 2 |
| (d) | Exhibits. |
| Exhibit No. | Identification of Exhibit |
| 16.1* | Letter From Predecessor Independent Registered Public Accounting Firm, dated September 14, 2012. |
____________
* Filed herewith.
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.
| Date: September 14, 2012. | ZEVOTEK, INC. |
| By /s/ Jason Ryu | |
| Jason Ryu, Chief Executive Officer |
| 3 |
Exhibit 16.1
RBSM LLP
Certified Public Accountants
5 West 37th Street
9th Floor
New York, New York 10018
September 14, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Sirs/Madams:
We have read Item 4.01 of Zevotek, Inc.’s (the “Company”) Form 8-K/A Amendment No. 1 dated September 14, 2012, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statements of the Company contained therein.
Very truly yours,
/s/ RBSM LLP
RBSM LLP