-----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, JnhTsEljD3vy5/4iukC36ZpweH0xgACxSDLaG5QXplJYDvOthMIJ97CoGWO7SNuB ZOJ0ZIcsaaGJkvBufNpcNg== 0001350071-09-000125.txt : 20090812 0001350071-09-000125.hdr.sgml : 20090812 20090811214136 ACCESSION NUMBER: 0001350071-09-000125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090807 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Air Transport Group Holdings, Inc. CENTRAL INDEX KEY: 0001435181 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 261469720 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-151350 FILM NUMBER: 091005149 BUSINESS ADDRESS: STREET 1: 7453 WOODRUFF WAY CITY: STONE MOUNTAIN STATE: GA ZIP: 30087 BUSINESS PHONE: 404-671-9253 MAIL ADDRESS: STREET 1: 7453 WOODRUFF WAY CITY: STONE MOUNTAIN STATE: GA ZIP: 30087 FORMER COMPANY: FORMER CONFORMED NAME: Azure International, Inc. DATE OF NAME CHANGE: 20080515 8-K 1 airtransportgrp8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 7, 2009 -------------- Air Transport Group Holdings, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Nevada ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-151350 98-0491567 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 7453 Woodruff Way, Stone Mountain, GA 30087 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 404-671-9253 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Azure International ------------------------------------------------------------- (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 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. (a) On August 7, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered 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, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended April 30, 2008 a going concern qualification in the registrant's audited financial statements. During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements, nor were there any up to and including the time of dismissal on August 7, 2009. The registrant has requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K. b) On August 7, 2009, the registrant engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K. ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a) Not Applicable. b) Not Applicable. c) Exhibits No. Exhibits --- -------- 16.1 Letter from Moore and Associates, Chartered, dated August 7, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K 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. Air Transport Group Holdings, Inc. (Registrant) By: /s/ Arnold Leonora ------------------------------ Arnold Leonora CEO Date: August 7, 2009 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 16.1 Letter from Moore and Associates, Chartered, dated August 7, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K EX-16.1 2 airtransportgrpex.txt LETTER FROM MOORE & ASSOCIATES Exhibit 16.1 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS ------------------------ PCAOB REGISTERED August 7, 2009 U. S. Securities and Exchange Commission 450 Fifth Street NW Washington DC 20549 Re: Air Transport Group Holding, Inc. Dear Sirs: We were previously the principal auditors for Air Transport Group Holding, Inc. and we reported on the financial statements of Air Transport Group Holding, Inc. for the period from inception, November 26, 2007 to January 31, 2009. We have read Air Transport Group Holding, Inc.'s statements under Item 4 of its Form 8-K, dated August 7, 2009, and we agree with such statements. For the most recent fiscal period through to August 7, 2009, there have been no disagreements between Air Transport Group Holding, Inc. and Moore & Associates, Chtd. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Moore & Associates, Chtd. would have caused it to make a reference to the subject matter of the disagreement in connection with its reports. Yours truly, /s/ Moore & Associates, Chartered - --------------------------------- Moore & Associates, Chartered Las Vegas, Nevada 6490 West Desert Inn Road, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501 -----END PRIVACY-ENHANCED MESSAGE-----