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): November 4, 2009
GRACE 3,
INC.
Exact name of registrant as specified in
its charter)
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Delaware
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000-52063
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20-3708559
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(State of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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735 Broad
Street, Suite 400
Chattanooga, TN 37402
(Address of principal executive
offices)
(423)
265-5062
Registrant’s telephone number,
including area code)
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(Former
name or former address, if changed since last
report)
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Copies
to:
The
Sourlis Law Firm
Virginia
K. Sourlis, Esq.
214
Broad Street
Red
Bank, NJ 07701
Telephone:
(732) 530-9007
Facsimile:
(732) 530-9008
www.SourlisLaw.com
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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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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ITEM
4.01 - CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
As
previously reported by Grace 3, Inc. (the “Company”) on Form 8-K filed with the
Securities and Exchange Commission on September 22, 2009, and as amended on Form
8-K/A on September 23, 2009, on September 16, 2009, the Company was notified of
the resignation of its independent registered public accounting firm, Conner
& Associates, PC, effective that date. The Company’s Board of Directors
accepted the resignation of Conner & Associates, PC upon receipt of the
notification and commenced a search for a new independent public accounting
firm.
Engagement of W.T. Uniack
& Co., CPAs, P.C.
On
November 4, 2009, the Company engaged W.T. Uniack & Co., CPAs, P.C.
(“Uniack”) as the Company’s new independent public
accountants. Uniack has been engaged to audit the Company’s
financial statements for the fiscal year ending May 31, 2010 and to review the
Company’s unaudited financial statements for interim periods, commencing with
the quarter ended August 31, 2009.
Neither the Company nor anyone on its
behalf consulted Uniack regarding (i) either: the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company’s financial statements; as
such, no written or oral advice was provided, and none was an important factor
considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issues; or (ii) any matter that was a subject of a
disagreement or reportable event, as there were none.
The decision to engage Uniack was
approved by the Board of Directors on Wednesday, November 4, 2009.
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.
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GRACE 3, INC.
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Date: November 9,
2009
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By:
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/s/ DOUGLAS A.
DYER
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Douglas A.
Dyer
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President and
Director
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(Principal Executive Officer
and
Principal Financial
Officer)
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