Amendment No. 1 to Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
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) January 11, 2011
DREAMS, INC.
(Exact name of registrant as specified in its charter)
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| Utah |
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001-33405 |
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87-0368170 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 2 South University Drive, Plantation, Florida |
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33324 |
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(Zip Code) |
Registrant’s telephone number, including area code: (954) 377-0002
Registrant’s facsimile number, including area code: (954) 475-8785
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
On January 11, 2011, Dreams, Inc. (the “Company”) received notification that Kramer, Weisman and Associates LLP (“Kramer Weisman”), which served as the Company’s independent
registered public accounting firm with respect to the Company’s financial statements as at and for the year ended December 31, 2009, is winding down its operations, and that Jeff Kramer, the principal of Kramer Weisman primarily
responsible for the Company’s account, had joined Goldstein, Schechter & Koch, P.A. (“Goldstein Schechter Koch”). As a result of the foregoing, effective January 11, 2011, the Company dismissed Kramer Weisman as the
Company’s independent registered public accounting firm, and engaged Goldstein Schechter as the Company’s independent registered public accounting firm. This change in the Company’s independent registered public accounting firm was
approved by the Audit Committee of the Company’s Board of Directors.
Kramer Weisman’s report on the Company’s
financial statements as at and for the years ended December 31, 2009 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended
December 31, 2009 and the subsequent period through the effective date of this filing (i) there have been no disagreements with Kramer Weisman, 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 the satisfaction of Kramer Weisman, would have caused Kramer Weisman to make reference to the subject matter of the disagreement in connection with its reports,
(ii) no such disagreement was discussed with the Company’s Board of Directors or any committee of the Board of Directors of the Company and (iii) there have been no “reportable events” as described in Item 304(a)(1)(v)
of Regulation S-K.
The Company provided Kramer Weisman with a copy of this Report and requested Kramer Weisman to
furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Kramer Weisman agrees with the statements made by the Company in this Report, and, if not, stating the respects in which it does not agree. A copy
of the letter received from Kramer Weisman is attached as an exhibit hereto.
Neither the Company nor anyone on behalf of the
Company consulted Goldstein Schechter Koch regarding either (a) the application of accounting principles to a specified transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the financial
statements of the Company, and no written or oral advice of Goldstein Schechter Koch was provided with respect to any accounting, auditing, or financial reporting issue or (b) any matter that was either the subject of a disagreement of the type
described in Item 304(a)(iv) of Regulation S-K or any “reportable event” described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Goldstein Schechter Koch with a copy of this Report and requested Goldstein Schechter Koch to review the disclosures contained in this Report and furnish the Company with a letter
addressed to the Securities and Exchange Commission containing any new information, clarification of the Company’s expression of its views or the respects in which Goldstein Schechter Koch does not agree with the disclosures made in this
Report. A copy of the letter received from Goldstein Schechter Koch is attached as an exhibit hereto.
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| Item 9.01 |
Financial Statements and Exhibits. |
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| Exhibit No. |
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Description |
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| 16.1 |
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Letter from Kramer Weisman re: change in certifying accountant, dated January 19, 2011 |
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| 16.2 |
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Letter from Goldstein Schechter Koch re: change in certifying accountant, dated January 19, 2011 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Date: January 20, 2011 |
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DREAMS, INC. |
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By: |
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/s/ Ross Tannenbaum |
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Ross Tannenbaum |
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Chief Executive Officer |
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Exhibit Index
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| Exhibit No. |
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Description |
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| 16.1 |
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Letter from Kramer Weisman re: change in certifying accountant, dated January 19, 2011 |
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| 16.2 |
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Letter from Goldstein Schechter Koch re: change in certifying accountant, dated January 19, 2011 |
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