Attached files
| file | filename |
|---|---|
| EX-99.1 - Skinny Nutritional Corp. | v164370_ex99-1.htm |
| EX-16.1 - Skinny Nutritional Corp. | v164370_ex16-1.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): October 27, 2009
Skinny Nutritional
Corp.
(Exact
name of registrant as specified in its charter)
COMMISSION
FILE NUMBER: 0-51313
|
Nevada
|
88-0314792
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification
No.)
|
|
Three
Bala Plaza East, Suite 101
|
|
Bala Cynwyd, PA 19004
|
|
(Address
and zip code of principal executive
offices)
|
(610)
784-2000
(Registrant’s
telephone number, including area code
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.
|
On
October 27, 2009, Skinny Nutritional Corp. (the “Registrant”)
dismissed Connolly, Grady & Cha, P.C. (“CGC”) as the
Registrant’s independent registered public accounting firm and engaged Marcum,
LLP (“Marcum”)
as its new independent registered public accounting firm for the fiscal year
ending December 31, 2009. The Registrant’s decision to change its independent
registered public accounting firm was the result of a competitive bidding
process. The decision to dismiss CGC and engage Marcum was made and approved by
the Board of Directors of the Registrant. As the Registrant’s Board of Directors
currently consists of four persons, it has not formally constituted an audit
committee. Accordingly, the Board of Directors acts as a whole with respect to
matters which might otherwise be acted upon by an audit committee.
The
reports of CGC on the financial statements of the Registrant for each of the
past two fiscal years, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principle other than (i) to contain an explanatory paragraph as to the
Registrant’s ability to continue as a going concern and (ii) the report of CGC
on the Registrant’s financial statements for the year ended December 31, 2007,
dated April 14, 2008, included an explanatory paragraph stating that the
Registrant did not value its stock options and warrants as described by
generally accepted accounting principles. Subsequently, as reported
on a Current Report on Form 8-K filed on March 31, 2009, the Registrant
determined that a restatement of its annual report on Form 10-KSB for the year
ended December 31, 2007 was necessary in order to properly report, among other
matters, the stock compensation expense that the Registrant incurred in fiscal
2007 relating to employee stock options and other warrants. On April 1, 2009,
the Registrant filed an amendment to its annual report on Form 10-KSB for the
year ended December 31, 2007 to restate its consolidated financial
statements and related financial information to address this issue.
During
the Registrant’s two most recent fiscal years and through October 27, 2009,
there have been no disagreements with CGC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of CGC would have caused
them to make reference thereto in their reports on the financial statements of
the Registrant for such years. During the Registrant’s two most recent fiscal
years and through October 27, 2009, there have been no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K).
Prior to
the engagement of Marcum, neither the Registrant nor someone on behalf of the
Registrant had consulted with Marcum during the Registrant’s two most recent
fiscal years and through the date of this report in any matter regarding:
(A) either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant’s financial statements, and neither was a
written report provided to the Registrant nor was oral advice provided that
Marcum concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue,
or (B) the subject of either a disagreement or a reportable event defined in
Item 304(a)(1)(iv) and (v) of Regulation S-K.
The
Registrant has requested that CGC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements made above. A copy of such letter, dated October 30, 2009, is filed
as Exhibit 16.1 to this Form 8-K. In addition, the Registrant issued a
press release on November 2, 2009 regarding this event,
which press release is filed as Exhibit 99.1 to this Current Report on Form
8-K.
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Item9.01
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Financial
Statements and Exhibits
|
|
Exhibit
Number
|
Exhibit Title or
Description
|
|
|
16.1
|
Letter
from Connolly, Grady & Cha, P.C. to the Registrant filed with the
Securities and Exchange Commission dated October 30,
2009.
|
|
|
99.1
|
Press
Release dated November 2,
2009
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2
SIGNATURE
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.
|
Skinny
Nutritional Corp.
|
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By:
/s/ Donald J. McDonald
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Name:
Donald J. McDonald
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Title:
Chief Financial Officer
|
|
Date:
November 2,
2009
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
16.1
|
Letter
from Connolly, Grady & Cha, P.C. to the Registrant filed with the
Securities and Exchange Commission dated October 30,
2009.
|
|
|
99.1
|
Press
Release dated November 2,
2009
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3