Attached files
| file | filename |
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| EX-16.1 - LETTER OF FROST, PLLC DATED JANUARY 20, 2010 - REEVES TELECOM LTD PARTNERSHIP | 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: January 1, 2010
(Date of
earliest event reported)
REEVES TELECOM LIMITED
PARTNERSHIP
(Exact
Name of Registrant as Specified in Charter)
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South Carolina
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000-09305
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57-0700063
|
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
c/o Grace
Property Management, Inc.
55 Brookville Road, Glen
Head, New York 11545
(Address
of Principal Executive Offices) (Zip Code)
Registrant's telephone
number, including area code: (516) 686-2201
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:
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G
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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G
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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G
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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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G
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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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Explanatory
Note: This filing amends the Current Report on Form 8-K filed January 7,
2010 (the “Initial 8-K”) by Reeves Telecom Limited Partnership (the
“Partnership”) to report a change in the Partnership’s certifying accountant
under Items 4.01 and 9.01 of Form 8-K. This Form 8-K/A amends and restates
Item 4.01 to state that the Partnership’s former certifying accountant resigned
effective January 1, 2010, and that the Partnership’s new certifying
accountant’s registration with the Public Company Accounting Oversight Board
(PCAOB) became effective on January 8, 2010. An updated letter furnished by
Frost, PLLC (“Frost”), the Partnership’s former certifying accountant, stating
that Frost agrees with the Partnership’s statements in Item 4.01 of this
Form 8-K/A, is filed under Item 9.01 as Exhibit 16.1 to this Form
8-K/A. No other changes are being made to the Initial 8-K by this
filing.
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Item
4.01
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Changes
in Registrant’s Certifying
Accountant.
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Reeves
Telecom Limited Partnership (the “Partnership”) was notified that, effective
January 1, 2010, Frost, PLLC (“Frost”), the Partnership’s independent
accountant, and the principal accountant who was engaged to audit the
Partnership’s financial statements, and certain partners of Moore Stephens Wurth
Frazer and Torbet, LLP (“MSWFT”) formed Frazer Frost, LLP (“Frazer Frost”), a
new partnership. Pursuant to the terms of a Combination Agreement by and among
Frost, MSWFT and Frazer Frost, each of Frost and MSWFT contributed substantially
all of their assets and certain of their liabilities to Frazer Frost, resulting
in Frazer Frost assuming Frost’s engagement letter with the Partnership and
becoming the Partnership’s new independent accounting firm, and the principal
accountant engaged to audit the Partnership’s financial statements, effective
January 1, 2010. As a consequence of the transaction between Frost
and MSWFT forming Frazer Frost, and simultaneously with the effectiveness of
this transaction, Frost resigned as the Partnership’s certifying
accountant. Frazer Frost’s registration with the Public Company
Accounting Oversight Board (PCAOB) became effective on January 8,
2010.
The audit
reports of Frost on the financial statements of the Partnership as of and 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.
During
the Partnership’s two most recent fiscal years ended December 31, 2009 and
2008 and through January 1, 2010, the Partnership did not consult with Frazer
Frost or MSWFT regarding (i) 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 Partnership’s financial statements, and
neither Frazer Frost nor MSWFT provided either a written report or oral advice
to the Partnership that such accounting firm concluded was an important factor
considered by the Partnership in reaching a decision as to the accounting,
auditing, or financial reporting issue; or (ii) any matter that was either
the subject of any disagreement, as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a “reportable event” (as described in
Item 304(a)(1)(v) of Regulation S-K).
During
the Partnership’s two most recent fiscal years ended December 31, 2009 and
2008 and through the date of this Current Report on Form 8-K, there were:
(i) no disagreements between the Partnership and Frost 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
Frost, would have caused Frost to make reference to the subject matter of the
disagreement in connection with its reports, and (ii) no “reportable events” (as
described in Item 304(a)(1)(v) of Regulation S-K).
Since the
Partnership is a limited partnership, it has no officers or
directors. Grace Property Management, Inc., the Partnership’s general
partner (the “General Partner”), performs functions generally performed by
officers and directors. The General Partner has no committees,
including an audit committee. The Board of Directors of the General
Partner functions in the capacity of an audit committee. The Board of
Directors of the General Partner has approved the change of accountant described
in this Current Report on Form 8-K.
The
Partnership has provided Frost a copy of the disclosures in this report and has
requested that Frost furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not Frost agrees with the Partnership’s
statements in this Item 4.01. A copy of the letter, dated January 20, 2010,
furnished by Frost in response to such request is filed as Exhibit 16.1 to
this report.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
16.1 Letter
of Frost, PLLC dated January 20,
2010
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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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REEVES
TELECOM LIMITED PARTNERSHIP
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| By: |
Grace
Property Management, Inc.,
General Partner
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Date: January
20, 2010
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By: /s/ Davis P. Stowell | |
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Davis
P. Stowell
President of General Partner
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
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