-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+XdqF16G0W0t4cQx8vwbhKjaXeqoUeDIUYUIYwAH2I4zx9sNy52DDjUYJ0jAPcI iGutVC3TqKsF5l4qR2UJ7g== 0001086380-08-000072.txt : 20081205 0001086380-08-000072.hdr.sgml : 20081205 20081205120915 ACCESSION NUMBER: 0001086380-08-000072 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081118 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sloud Inc CENTRAL INDEX KEY: 0001391723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-141564 FILM NUMBER: 081231841 BUSINESS ADDRESS: STREET 1: 1900 CAMPUS COMMONS DR. STREET 2: SUITE 100 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-766-6526 MAIL ADDRESS: STREET 1: 1900 CAMPUS COMMONS DR. STREET 2: SUITE 100 CITY: RESTON STATE: VA ZIP: 20191 8-K/A 1 sloud8ka1.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K /A

AMENDMENT 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)  November 18, 2008

SLOUD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEVADA

333-141564

13-4314229

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NUMBER)

(I.R.S. EMPLOYER IDENTIFICATION NO.)

2230 George C. Marshall Dr.,
Suite 1208
Falls Church, VA



22043

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

Phone  (571) 205 9287   Fax  (540) 301 0636
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

8500 Tyspring Street
Suite 414
Vienna, Virginia 22182
(Former name and 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 (17o CFR 230.425)

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

Pre-commencement communications pursuant to Rule 14d-2(b) under theo Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under theo Exchange Act (17 CFR 240.13e-4(c))

 

Item 4.01 Changes in Registrant's Certifying Accountant.

On November 6, 2008, Chang G. Park, CPA ("PARK") was appointed as the independent auditor for Sloud, Inc. (the "Company") commencing with the quarter ending June 30, 2008, and Moore & Associates Chartered. ("Moore & Associates") resigned as independent auditors for the Company as of October 13, 2008. Furthermore, as outline in Item 4.02 herein, the Company's June 30, 2008 10Q was filed without auditor review and cannot be relied upon. PARK has agreed to review and a amended 10Q for June 30, 2008 shall be filed forthwith.

The report of Moore & Associates on the financial statements for the most recent fiscal years did not contain any adverse opinion or disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except for the following:

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. Management's plans include of investing in and developing all types of businesses.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Other than the event reported herewith under Item 4.02, during the Company's most recent interim period of September 30, 2008, and subsequent interim periods of June 30, 2008 and March 31, 2008, and annual report for December 31, 2007 and 2006, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2007 and 2006 and from inception on October 10, 2005 through December 31, 2007, there were no "reportable events" as such term is described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Company. During the Company's two most recent fiscal years and any subsequent interim period through the date of resignation, other than the event reported herewith under Item 4.02, there were no other disagreements with Moore & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which d isagreement, if not resolved to the satisfaction of Moore & Associates, would have caused it to make reference to the subject matter of the disagreements in connection with its report.

During the Company's most recent interim period of September 30, 2008, and subsequent interim periods of June 30, 2008 and March 31,2008, and annual report for December 31, 2007 and 2006, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2007 and 2006 and from inception on October 10, 2005 through December 31, 2007, the Company did not consult with CHANG G. PARK, CPA with respect to the Company regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-B under the Exchange Act and the related instructions to Item 304 of Regulation S-K) or a "reportable event" (as such term is described in Item 304(a)(1)(v) of Regulation S-K), or (iii) any of the matters or events set forth in I tem 304(a)(2)(i) and (ii) of Regulation S-B.

There were no consultations with CHANG G. PARK, CPA during the Company's prior two fiscal years and any subsequent interim period, prior to November 6, 2008, the date upon which CHANG G. PARK, CPA was engaged.

The Company has furnished a copy of this Report to Moore & Associates and requested them to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. The letter from Moore & Associates is hereby submitted as Exhibit 16.1.

 

ITEM 4.02     NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

          On September 19, 2008, the Company inadvertently and prematurely filed a draft of its Form 10-Q for the second quarter ending June 30, 2008. The filing was undertaken before its independent accountant could review the financial statements.

          The Company's President and the Company's Board of Directors were informed of the error cited above. Specifically, we were informed by email on October 6, 2008 that the prior auditors, that the independent accountant did not review of the financial statements. Management was out of the country at the time of the filing of the Form 10-Q for the second quarter ending June 30, 2008. Management has implemented a subsequent policy to confirm that no quarterly or annual financial statements without written confirmation from our independent accountant of their completion of their review or consent, as appropriate. The Company's Board of Directors, in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the filing pursuant to the Item 4.02(b) of Form 8-K.

          As a result, the financial statements contained in the Form 10-Q should not be relied upon.

          The Company's independent registered public accounting firm has sent correspondence, addressed to the Securities and Exchange Commission on October 13, 2008, identifying the error in the filing and resigning as independent accountant of record for the Company. The Company has engaged Chang G. Park, CPA as incoming independent accountant and has filed amended Form 10-Q for the second quarter ending June 30, 2008 as reviewed by Chang G. Park, CPA.

          A copy of this Form 8-K/A has been provided to the Company's prior independent accountant requesting that the independent accountants provide a letter, addressed to the U.S. Securities and Exchange Commission, stating whether the independent accountant agree with the statements made by the Company in response to this Item 4.02 and, if not, stating the respects in which it does not agree. The letter from Moore & Associates is hereby submitted as Exhibit 16.1.  

 

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 thereunto duly authorized.

SLOUD, INC.
(Registrant)

 

Date:   December 5, 2008

By:  /s/ Gene Sokolov

Gene Sokolov

Chief Executive Officer (Principle Executive
Officer, Principle Financial Officer)

 

EX-16 3 sloud8ka1exh161.htm

 

Exhibit 16.1

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

 

December 3, 2008

Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Dear Sir/Madam:

We have read the statements included under Item 4.01 and Item 4.02 in the Form 8-K/A dated November 18, 2008 of Sloud, Inc. (the "Company") to be filed with the Securities and Exchange Commission and we agree with such statements insofar as they relate to our resignation. We cannot confirm or deny that the appointment of Chang G. Park, CPA was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors.

Very truly yours,

 

/s/ Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada

 

6490 WEST DESERT INN ROAD, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501

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