0001432093-11-000774.txt : 20111206 0001432093-11-000774.hdr.sgml : 20111206 20111206171501 ACCESSION NUMBER: 0001432093-11-000774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111206 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111206 DATE AS OF CHANGE: 20111206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Organic Alliance, Inc. CENTRAL INDEX KEY: 0001442634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53545 FILM NUMBER: 111246414 BUSINESS ADDRESS: STREET 1: 1250 NE LOOP 410 STREET 2: SUITE 320 CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108268900 MAIL ADDRESS: STREET 1: 1250 NE LOOP 410 STREET 2: SUITE 320 CITY: SAN ANTONIO STATE: TX ZIP: 78209 8-K 1 organic8k120511.htm organic8k120511.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):  December 6, 2011

Organic Alliance, Inc.
(Exact Name of Registrant as Specified in its Charter)


Nevada
000−53545
20−0853334
(State or Other Juris-
(Commission File No.)
(IRS Employer
diction of Incorporation)
  
Identification No.)

401 Monterey Street, Suite 202
Salinas, CA 93901
(Address of principal executive offices)
 
(831) 240−0295
 (Registrant’s telephone number, including area code)

_____________________________________________
(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)           Former independent accountants.

(i)  
On October 18, 2011, Organic Alliance, Inc. (“Registrant”) notified Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.) (“MHM”), Registrant’s independent registered public accounting firm, that it was being replaced by Marcum, LLP.
 
(ii)  
The report of MHM on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2009 and December 31, 2008 did not contain an adverse opinion or a disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.

(iii)  
The decision to discontinue the audit services of MHM was approved by our Board of Directors upon the recommendation of the Chairman of the Audit Committee.

(iv)  
During the fiscal years ended December 31, 2009 and 2008 and through October 18, 2011, there has been no disagreement with MHM 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 MHM, would have caused MHM to make reference to the subject matter of the disagreement in its report.

(v)  
We have provided MHM with a copy of this disclosure and have requested that MHM furnish us with a letter addressed to the SEC stating whether it agrees with the above statements.   A copy of the letter from MHM, dated December 6, 2011, is filed as Exhibit 16 to this Form 8-K.

(b)           New independent accountants.

(i)  
On October 26, 2011, we retained Marcum, LLP (“Marcum”) as our new independent registered public accounting firm to audit Registrant’s financial statements for the fiscal years ending December 31, 2010 and December 31, 2011.  The appointment was approved by our Board of Directors upon the recommendation of the Chairman of the Audit Committee.

(vi)  
We have not previously consulted with Marcum on the application of accounting principles to a specified transaction, or on the type of audit opinion that might be rendered on our financial statements.


ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

16.           Letter from Mayer Hoffman McCann CPAs, dated December 6, 2011
 
 
-2-
 
SIGNATURES

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


Dated: December 6, 2011
Organic Alliance, Inc.
   
   
 
By: /s/ Parker Booth
 
Parker Booth, Chief Executive Officer
 
 
 
 
 
 
 
 
 

 
 
-3-
 
EXHIBIT INDEX

Exhibit No.
Description
  
     
16
Letter from Mayer Hoffman McCann CPAs, dated December 6, 2011
  


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-4-
 
EX-16.1 2 ex16-1.htm ex16-1.htm
Exhibit 16.1

 
December 6, 2011

 
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549-7561

 
Dear Sirs/Madams:

 
We have read Organic Alliance, Inc.'s statements included under Item 4.01 of its Form 8-K filed on December 6, 2011 and we agree with such statements concerning our firm.
 
 
/s/ Mayer Hoffman McCann CPAs
 
Mayer Hoffman McCann CPAs
(The New York Practice of Mayer Hoffman McCann P.C.)