0001010412-12-000294.txt : 20120911 0001010412-12-000294.hdr.sgml : 20120911 20120809155316 ACCESSION NUMBER: 0001010412-12-000294 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120801 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120809 DATE AS OF CHANGE: 20120813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gulf & Orient Steamship Company, Ltd. CENTRAL INDEX KEY: 0001365388 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841344320 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52036 FILM NUMBER: 121020303 BUSINESS ADDRESS: STREET 1: 601 SOUTH STATE STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 801-550-5800 MAIL ADDRESS: STREET 1: 601 SOUTH STATE STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84101 8-K/A 1 f8ka18912.htm AMENDED CURRENT REPORT ON FORM 8-K/A DATED AUGUST 1, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

United States Securities and Exchange Commission


Washington, D.C. 20549

______________

FORM 8-K-A1

CURRENT REPORT

______________


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


August 1, 2012

Date of Report

(Date of earliest event reported)

GULF & ORIENT STEAMSHIP COMPANY, INC.

(Exact name of Registrant as specified in its Charter)



 

 

 

Colorado

000-52036

84-1344320

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer Identification No.)

Incorporation)

 

 


601 South State Street

Salt Lake City, Utah  81012

 (Address of Principal Executive Offices)


(801) 550- 5800

(Registrant’s Telephone Number, including area code)


N/A

(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):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14-a-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 Registrant's Certifying Accountant.


a) On August 1, 2012,  Child, Van Wagoner & Bradshaw, PLLC (“CVB”), the principal accountant for (the "Company") ceased  its accounting practice for SEC reporting companies.  At or about the same time Anderson Bradshaw PLLC (“Anderson Bradshaw”) was established as a successor firm to CVB to continue performing audits for SEC reporting companies.  As Anderson Bradshaw is viewed as a separate legal entity from CVB, the Company dismissed CVB as its principal accountant and engaged Anderson Bradshaw, as the Company's principal accountant for the Company's fiscal year ending December 31, 2012,  and the interim periods for 2012 and 2013.  The decision to change principal accountants was approved by the Company's Board of Directors, effective as of August 1, 2012.


With the exception of “going concern” qualifications due to the Company’s recurring losses and failure to generate revenues from its planned principal operations, which factors raise substantial doubt that the Company will be able to continue as a going concern, and which qualifications were expressed in its reports on the Company’s financial statements for the calendar year ended December 31, 2011, none of the reports of  CVB, on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.


There were no disagreements between the Company and CVB, for the two most recent fiscal years and any subsequent interim period through August 1, 2012, (the date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of CVB, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, CVB has not advised the Registrant that:


1) internal controls necessary to develop reliable financial statements did not exist; or


2) information has come to the attention of  CVB which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or


3) the scope of the audit should be expanded significantly, or information has come to the attention of  CVB that they have concluded will, or if further investigated , might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31, 2012.


(b) Effective as of August 1, 2012, the Registrant engaged Anderson Bradshaw as its principal accountant to audit the Registrant's financial statements as successor to CVB.  During the Registrant's two most recent fiscal years or subsequent interim period, the Registrant has not consulted with the entity of Anderson Bradshaw regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, nor did the entity of Anderson Bradshaw provide advice to the Registrant, either written or oral, that was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue.


Further, during the Registrant's two most recent fiscal years or subsequent interim period, the Registrant has not consulted the entity of Anderson Bradshaw on any matter that was the subject of a disagreement or a reportable event.





Item 9.01 Financial Statements and Exhibits


(d)


Exhibit No.

Exhibit Description


16.1                        Letter from CVB dated August 9, 2012, regarding change in certifying accountants


SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


GULF & ORIENT STEAMSHIP COMPANY, LTD.


 

 

 

 

 

Date:

August 9, 2012

 

By:

/s/Michael Vardakis

 

 

 

 

Michael Vardakis

 

 

 

 

President and Director




2




EX-16 3 exhibit16for8ka.htm LETTER FROM CVB DATED AUGUST 9, 2012 Exhibit 16

Exhibit 16.1 Letter on change of certifying accountant



Child, Van Wagoner & Bradshaw, PLLC

5296 South  Commerce Drive, Suite 300

Salt Lake City, Utah  84107-5370      (801) 281-4700




August  9,  2012



Securities and Exchange Commission

100 F Street,  NE

Washington, D.C. 20549



Ladies and Gentlemen:


The firm of  Child, Van Wagoner & Bradshaw, PLLC  was previously principal accountant for   

Gulf & Orient Steamship Company, Ltd..    (the "Company") and  reported  on  the financial statements of  the Company for the years ended  December  31, 2011 and  2010 .  On or about August 1, 2012, we changed  our accounting  practice from  Child, Van Wagoner & Bradshaw, PLLC  to Anderson Bradshaw PLLC. We  have  read  the  Company's statements  included  under Item 4.01 of  its Form 8-K-A1  dated  August  9 ,  2012,  and  agree with such  statements.



Very truly yours,


/s/Child, Van Wagoner & Bradshaw, PLLC


Child, Van Wagoner & Bradshaw, PLLC





CORRESP 4 filename4.htm GULF & ORIENT STEAMSHIP COMPANY, INC

GULF & ORIENT STEAMSHIP COMPANY, INC.

601 South State Street

Salt Lake City, Utah  84102



August 9, 2012


Jaime G. John, Staff Accountant

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549



Re:

Gulf & Orient Steamship Company, Inc. (the “Company”)

Form 8-K filed August 6, 2012

File No. 000-52036



Dear Mr. John:


In response to your comment letter dated August 9, 2012, we have provided our responses below:


1.

Please amend your Form 8-K to address the uncertainty related to your ability to continue as a going concern, which is disclosed in the Report of Independent Registered Public Accounting Firm on your financial statements for the year ended December 31, 2011.  Note that such disclosure is required by Item 304(a)(1)(ii) of Regulation S-K.


The accompanying amended Form 8-K contains the requested disclosure about the “going concern” qualification in the Report of Independent Registered Public Accounting Firm.


2.

In your amended Form 8-K, include an updated Exhibit 16 letter from the former accountant referencing the revised Form 8-K.


The amended Form 8-K includes the requested Exhibit 16.


The Company acknowledges that:


·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;


·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and





·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


GULF & ORIENT STEAMSHIP

COMPANY, INC.



By /s/ Michael Vardakis

Michael Vardakis, President