0001144204-11-067538.txt : 20111130 0001144204-11-067538.hdr.sgml : 20111130 20111130060521 ACCESSION NUMBER: 0001144204-11-067538 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110520 ITEM INFORMATION: Changes in Registrant's Certifying Accountant FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wikifamilies, Inc. CENTRAL INDEX KEY: 0001454010 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 800214025 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-53559 FILM NUMBER: 111232596 BUSINESS ADDRESS: STREET 1: 1005 S. CENTER STREET CITY: REDLANDS STATE: CA ZIP: 92373 BUSINESS PHONE: 909-708-4303 MAIL ADDRESS: STREET 1: 1005 S. CENTER STREET CITY: REDLANDS STATE: CA ZIP: 92373 FORMER COMPANY: FORMER CONFORMED NAME: KENSINGTON LEASING, LTD. DATE OF NAME CHANGE: 20090114 8-K/A 1 v241966_8ka.htm 8-K/A Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 20, 2011
 
Wikifamilies, Inc.
(Name of small business issuer specified in its charter)
 
Nevada
  
000-53559
  
80-0214025
(State or other jurisdiction
  
(Commission File No.)
  
(I.R.S. Employer
of incorporation)
      
Identification No.)
 
 
1005 S. Center St.
Redlands, CA  92373
(Address of principal executive offices)
 
Kensington Leasing, Ltd.
(former name or former address, if changed since last report)
 
909-708-4303
(Registrant’s telephone number)
 
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c
 
 
 
 
 
THIS AMENDED FORM 8-K AMENDS AND RESTATES THE FORM 8-K IN ITS ENTIRETY.


Item 4.01.  Changes in Registrant’s Certifying Accountant

Wikifamilies, Inc. (formerly Kensington Leasing, Ltd.) (the "Company") previously engaged Gruber & Company, LLC as its independent auditor for the year ending December 31, 2011.  Gruber & Company, LLC has been the independent auditor for the Company since its inception in 2008.

In May 2011, the Company acquired Wikifamilies, S.A.  The Company initially accounted for this acquisition as a "purchase."  However, the Company subsequently determined to account for the acquisition as a "reverse merger" for financial reporting purposes.

Ernst & Young, Ltd. ("E&Y") was engaged by Wikifamilies, S.A. for the single purpose of auditing that company's financial statements as of March 31, 2011 and from inception (February 15, 2011) to that date (the "Target Financial Statements") in connection with the acquisition by the Company.

The Company will continue to use Gruber & Company, LLC as its independent auditor.  The Board of Directors approved the engagement of Gruber & Company, LLC as the Company's independent auditor.  The Board of Directors of the Company took no action regarding the E&Y, as E&Y had never been engaged by the Company and the Company never considered that E&Y would audit the Company's financial statements.  However, because E&Y has not been engaged by the Company to audit its financial statements following the acquisition, it can be stated that E&Y was dismissed by the Company as its auditor.  This change in auditors effectively occurred on May 20, 2011, the date of the closing of the acquisition of Wikifamilies, S.A. by the Company.

Neither Wikifamilies, S.A. nor anyone acting on their behalf consulted Gruber & Company, LLC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on financial statements, or any other matters or reportable events listed in Items 304(a)(1)(iv) and (v) of Regulation S-K prior to May 20, 2011, the date of its acquisition by Wikifamilies, Inc.

E&Y's report on the Target Financial Statements did not contain an adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's two most recent fiscal years and through the date of change in accountants (May 20, 2011), there were no disagreements between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to E&Y's satisfaction, would have caused E&Y to make reference to the subject matter of the disagreement in connection with its report on the Target Financial Statements; and (ii) E&Y did not advise the Company of any of the events requiring reporting in this Form 8-K under Item 304(a)(1)(v) of Regulation S-K.
 
 
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We provided E&Y with a copy of the disclosures made in this report before this report was filed with the Securities and Exchange Commission.  We requested that E&Y send a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements that are related to E&Y, and upon receipt will file a copy of such letter as an exhibit to an amendment to this Form 8-K.
 
 
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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.
 
 
WIKIFAMILIES, INC.
     
 
By:
/s/ Trisha Malone
   
Trisha Malone
   
Chief Financial Officer
     
Dated:           November 30, 2011
 
    

 
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