Attached files
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| EX-16.1 - LETTER OF MOORE STEPHENS WURTH FRAZER AND TORBET, LLP - DOMINION MINERALS CORP | ex16.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): January 1, 2010
DOMINION MINERALS CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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000-52696
(Commission
File
Number)
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22-3091075
(IRS Employer
Identification #)
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410
Park Avenue, New York, NY 10022
(Address
of Principal Executive Office)
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(212)
231-8171
(Registrant’s
telephone number, including area code)
75
Rockefeller Plaza, Suite 1817, New York, NY 10019
(Former
name, former address and former fiscal year, if changed since last
report)
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o 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.
Dominion
Minerals Corp. was notified that, effective January 1, 2010, certain partners of
Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”) and Frost, PLLC (“Frost”)
formed Frazer Frost, LLP (“Frazer Frost”), a new
partnership. Pursuant to the terms of a combination agreement by and
among MSWFT, Frazer Frost, and Frost (the “Combination Agreement”), each of
MSWFT and Frost contributed all of their assets and certain of their liabilities
to Frazer Frost, resulting in Frazer Frost assuming MSWFT’s engagement letter
with the registrant and becoming the registrant’s new independent accounting
firm. As of the date of this Current Report on Form 8-K, Frazer Frost
is registered with the Public Company Accounting and Oversight Board
(“PCAOB”).
The audit
reports of MSWFT on the financial statements of the registrant as of and for the
years ended December 31, 2008 and 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 as
follows:
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(1)
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In
MSWFT’s report dated May 15, 2009 for the consolidated financial
statements for the registrant’s fiscal years ended December 31, 2008 and
2007, MSWFT indicated that: “The accompanying consolidated
financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company’s significant operating
losses raise substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.”
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During
the registrant’s most recent fiscal years ended December 31, 2008 and 2007
and through January 1, 2010, the registrant did not consult with Frazer Frost on
(i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that may be rendered
on the registrant’s financial statements, and Frazer Frost did not provide
either a written report or oral advice to the registrant that was an important
factor considered by the registrant in reaching a decision as to any accounting,
auditing, or financial reporting issue; or (ii) the subject of any
disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and
the related instructions, or a reportable event within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
In
connection with the audit of the registrant’s financial statements for the
fiscal years ended December 31, 2008 and 2007 and through the date of this
Current Report, there were: (i) no disagreements between the registrant and
MSWFT on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of MSWFT, would have caused MSWFT to make reference
to the subject matter of the disagreement in its reports on the registrant’s
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The registrant provided MSWFT a copy of
the disclosures in this Current Report and requested that MSWFT furnish it with
a letter addressed to the Securities and Exchange Commission stating whether or
not MSWFT agrees with the registrant’s statements in this
Item 4.01. A copy of the letter dated January 12, 2010,
furnished by MSWFT in response to that request, is filed as Exhibit 16.1 to
this Current Report.
Item 9.01. Financial
Statements and Exhibits.
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(c)
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Exhibits
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16.1
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Letter
of Moore Stephens Wurth Frazer and Torbet, LLP dated January 12,
2010
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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.
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DOMINION
MINERALS CORP.
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Date:
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January
12, 2010
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By:
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/s/
Diego E. Roca
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Diego
E. Roca
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Chief
Financial Officer
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