UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 15, 2012
Emperial Americas
(Exact name of registrant as specified in its charter)
| Florida | 333-153679 | 26-032541 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (941) 309-5408
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-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
The Registrant Amends its previous 8-K of Item 4.01, to correctly reflect that the letter from our prior certifying accountant, Baum & Company, P.A., should have been attached as Exhibit 16.1.
The letter was incorrectly filed as CORRESP.
The Registrant reports in this current report on Form 8-K a change in certifying accountants. Effective March 15, 2012, the Registrant's certifying accountant, Baum & Company was voted by the Registrant’s newly formed Board of Directors to be replaced as the Registrant's independent registered public accounting firm. The Board of Directors retained Hamilton, P.C. of Denver Colorado to be the Registrant’s new certifying accountant.
(a)(1) Previous Independent Accountant
(i)The Registrant reports a change in certifying accountants, which involved the Board of Directors appointing Hamilton, P.C. of Denver Colorado on March 15, 2012.
(ii) Baum & Company issued a report on the Registrant's consolidated financial statements for the fiscal year ended December 31, 2010. The report did not contain an adverse opinion or disclaimer of opinion, and was not modified as to uncertainty, audit scope, or accounting principles. A going concern qualification was issued for the report of the year ending December 31, 2010.
(iii) The decision to change accountants was recommended and approved by the board of directors of the Registrant on March 15, 2012.
(iv) In connection with the audit of the Registrant's consolidated financial statements for the year ended December 31, 2010 and any subsequent interim period through the date of resignation, there were no disagreements, resolved or not, with Baum & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreement(s), if not resolved to the satisfaction of Baum & Company, would have caused them to make reference to the subject matter of the disagreement(s) in connection with its reports on the Registrant’s consolidated financial statements; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
(a)(2) Engagement of New Independent Accountant.
Effective on March 15, the Registrant's board of directors recommended and approved the engagement of Hamilton, P.C. as its independent accountant to audit the Registrant's financial statements for its fiscal year ended December 31, 2011. During the two most recent fiscal years and the subsequent interim period, the Registrant's new independent accountant, Hamilton, P.C., has not been engaged by the Registrant as either the principal accountant to audit the Registrant's financial statements or as a consultant to the Registrant.
(a)(3) The Registrant has provided Baum & Company with a copy of the disclosures it is making in response to this Item. The Registrant has requested Baum & Company to furnish a letter addressed to the Commission stating whether it agrees with the statements made by the Registrant in (a)(1)(i) and (ii) above and, if not, stating the respects in which Baum & Company does not agree. The Registrant has filed the letter as exhibit 16.1 to this current report containing this disclosure.
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: April 20, 2012
Emperial Americas, Inc.
| By:/s/ Alonzo Pierce |
Alonzo Pierce
President and Chief Executive Officer
BAUM & COMPANY, P.A.
Certified Public Accountants
605 Lincoln Road – Suite 210
Miami Beach, Florida 33139
March 22, 2012
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
RE: AAA Public Adjusting Group, Inc.
Commission File No. 333-153679
We have read the statements that we understand AAA Public Adjusting Group, Inc. will include in Item 4.01 of the Form 8K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm.
We have no basis to agree or disagree with any other statement made in Item 4.01 of such report.
Sincerely,
/s/ Baum & Company, P.A.
April 9, 2012
Jim B. Rosenberg
Senior Assistant Chief Accountant
100 F Street, NE
Washington, DC 20549
Re: AAA Public Adjusting Group, Inc., Item 4.01 Form 8-K, Filed March 26, 2012 File No. 001-35130
Dear Mr. Rosenberg,
This is in response to your letter of April 2, 2012, in reference to the matters addressed in your letter. We would like to confirm certain matters to your office in regard to your concerns.
First we are filing the Amendment to the 8-K in reference to the proper documentation of the proper Exhibit number for the auditors letter from Baum & Company for the filing. Such should be submitted by the end of business today.
Second, the management and the board of directors is aware and does acknowledge that the Item 4.01, change of auditors, was not filed within four business days of the engagement of the new auditors. The reason was that Baum & Company had not related the sign off letter to the Company upon immediate request. None-the-less, the Company does acknowledge that this delinquency may impact the eligibility requirements for the filing of Form S-3, as stated in your letter.
Additionally, the Board of Directors and management hereby acknowledge that
| 1) | The company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2) | That the Company by receipt of SEC 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 |
| 3) | 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.
We thank you for your input and guidance on this matter. We are here to assist the Commission in any further way possible.
Sincerely,
/s/ Alonzo Pierce
Alonzo Pierce
Chief Executive Officer