Attached files
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EX-16.1 - New Generation Biofuels Holdings, Inc | v164515_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
Amendment No. 1
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 16, 2009
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Florida
|
1-34022
|
26-0067474
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
5850
Waterloo Road, Suite 140
|
Columbia,
Maryland 21045
|
(Address
of principal executive offices)(Zip Code)
(410)
480-8084
(Registrant’s
telephone number, including area code)
N/A
(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):
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 240.14-12)
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 13-e-4(c) under the Exchange Act (17 CFR 240.1
3e-4(c))
EXPLANATORY NOTE
We are filing this amendment to our Current Report on Form 8-K, filed
October 21, 2009, to disclose additional information regarding the changes in
our certifying accountant. This amendment does not update, amend or modify any
other information set forth in the original Form 8-K and does not reflect any
events that may have occurred after the original filing date.
Item
4.01 Changes in Registrant’s Certifying Accountant
Effective
October 16, 2009, New Generation Biofuels Holdings, Inc. (the “Company”) has
agreed to replace Imowitz Koenig & Co. LLP (“Imowitz”) with
Reznick Group, P.C. (“Reznick”) as the Company’s principal independent
registered public accounting firm. Imowitz resigned as the Company’s
certifying accountant because the firm has decided to exit the business of
providing audit services to publicly traded companies. The change is
not the result of any disagreement with the Company or its
management.
Item
4.01(a) Previous Independent
Accountants
(i)
Imowitz resigned as the Company’s independent registered public accounting firm,
effective as of October 16, 2009, the effective date of the engagement of
Reznick as the Company’s new independent accountants.
(ii)
Imowitz’s reports on the Company’s consolidated financial statements for the
years ended December 31, 2008 and December 31, 2007 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles, except that Imowitz’s
report for the year ended December 31, 2008 included a paragraph regarding
uncertainty about the Company’s ability to continue as a going
concern.
(iii) The
Audit Committee of the Company’s Board of Directors has approved the change in
accountants.
(iv) In
connection with its audits for the years ended December 31, 2008 and December
31, 2007 and for subsequent interim periods through October 16, 2009, there were
(1) no disagreements between the Company and Imowitz on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Imowitz’s satisfaction, would have caused
Imowitz to make reference to the subject matter of such disagreements in
connection with the issuance of its reports on the Company’s financial
statements and (2) there were no “reportable events” as defined in
Item 304(a)(1)(v) of Regulation S-K.
(v) In
connection with the filing of this Current Report on Form 8-K, the Company
provided Imowitz with a copy of this disclosure and requested that Imowitz
furnish the Company a letter addressed to the Securities and Exchange Commission
stating whether Imowitz agrees with the statements made by the Company set forth
above in response to Item 304(a) of Regulation S-K and, if not, stating the
respects in which Imowitz does not agree. A copy of the letter from Imowitz is
attached hereto as Exhibit 16.1.
Item
4.01(b) New Independent
Accountants
On
October 16, 2009, Reznick was engaged as the Company’s new principal independent
registered public accounting firm to audit the Company’s financial statements.
During the two fiscal year period ended December 31, 2008 and subsequent
interim periods until the engagement of Reznick, neither the Company, nor anyone
on its behalf, consulted Reznick on any matters described in Item 304(a)(2) of
Regulation S-K.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
|
Description
|
|
16.1
|
Letter of Imowitz Koenig
& Co. LLP, dated
November 1, 2009, addressed to the Securities and Exchange
Commission.
|
|
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, thereunto duly
authorized.
Date:
November 3, 2009
|
|
/s/ Cary J. Claiborne | |
Name: Cary J. Claiborne | |||
Title:
President, Chief Executive Officer and Chief Financial
Officer
|
INDEX TO EXHIBITS
Exhibit No.
|
Description
|
|
16.1
|
Letter of Imowitz Koenig
& Co. LLP, dated
November 1, 2009, addressed to the Securities and Exchange
Commission.
|
|