Attached files
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| EX-16.1 - LETTER FROM W&M TO THE SECURITIES AND EXCHANGE COMMISSION DATED DECEMBER 28, 2009 - Organic Alliance, Inc. | ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K/A
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|
CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported) November 05,
2009
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ORGANIC
ALLIANCE, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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000-53545
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20-0853334
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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401
Monterey Street, Suite 202
Salinas,
CA 93901
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(Address
of principal executive offices)
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(831)
240.0295
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(Registrant’s
telephone number, including area
code)
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Check the
appropriate box below if the Form 8-K/A 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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TABLE
OF CONTENTS
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Page
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Item 4.01
Change in Independent Auditor
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2
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Item
9.01 Promissory Note Agreements.
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2
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SIGNATURES
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3
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1
Item
4.01. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS.
(a)(1)
Changes in Registrant’s Certifying Accountant.
On
November 5, 2009, Organic Alliance Inc (the “Company”) notified Weaver
& Martin, LLC (“W&M”) that they would be dismissed effective
immediately as the Company’s independent registered public accounting
firm. This action was approved by our Board of Directors. On November 30,
2009, the Company’s Board of Directors appointed MHM Mahoney Cohen CPAs as its
independent registered accounting firm, detailed as follows.
The
reports of W&M on the consolidated financial statements of the Company and
its subsidiary as of and for the years ended December 31, 2006 and December 31,
2007 did not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principle
with the exception of the following “going concern” paragraph:
“The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and is
dependent upon the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements. These factors raise substantial doubt
about the Company’s ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
During
the Company’s two most recent fiscal years ended December 31, 2006 and December
31, 2007 and through November 5, 2009, there were no disagreements with W&M
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to W&M satisfaction, would have caused W&M to make reference thereto in
its reports on the Company’s financial statements for such years.
W&M
did not issue an audit report for the most recent year ended December 31,
2008.
The
Company has provided W&M with a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission (the “SEC”) and
requested that W&M furnish a letter addressed to the SEC stating whether it
agrees with the statements made above. Attached as Exhibit 16.1 is a copy of the
letter from W&M to the SEC.
(a)(2)
Engagement of New Independent Registered Public Accounting Firm.
On
November 30, 2009, the Company’s Board of Directors engaged MHM Mahoney Cohen
CPAs to serve as the Company’s principal independent registered public
accounting firm for the year ending December 31, 2008.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
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Exhibit No.
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Description
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16.1
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Letter
from W&M to the Securities and Exchange Commission dated December 28,
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.
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Dated:
December 30, 2009
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ORGANIC
ALLIANCE, INC.
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By:
/s/ Tom
Morrison
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Tom
Morrison, Chairman of
the Board of Directors
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3