Attached files
| file | filename |
|---|---|
| EX-16.1 - EXHIBIT 16.1 - TERRA ENERGY & RESOURCE TECHNOLOGIES, INC. | fex161.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 20, 2010
TERRA
ENERGY & RESOURCE TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-90272
|
56-1940918
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
99
Park Avenue, 16th Floor,
New York, New York 10016
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 286-9197
Not
applicable
(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 obligations of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.313e-4(c))
Item 4.01 Changes in Registrant’s Certifying
Accountant.
On
January 20, 2010, Terra Energy & Resource Technologies, Inc. (the “Company”)
was notified that the audit practice of Kempisty & Company Certified Public
Accountants, P.C., the Company’s independent registered public accounting firm
(“K&Co”), was combined with MaloneBailey, LLP (“MB”) effective as of January
1, 2010. On January 20, 2010, K&Co resigned as the independent
registered public accounting firm of the Company, and, with the approval of the
Company’s Board of Directors, MB was engaged as the Company’s independent
registered public accounting firm.
K&Co
performed audit of the Company’s consolidated financial statements for the
fiscal years ended December 31, 2008 and 2007. K&Co’s reports on
the Company's consolidated financial statements for the fiscal 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.
During
the fiscal years ended December 31, 2008 and 2007 and the subsequent interim
period up through the date of resignation, there were no (i) disagreements
between the Company and K&Co 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 K&Co, would have
caused K&Co to make reference to the subject matter of such disagreements in
connection with its report, or (ii) “reportable events,” as described in Item
304(a)(1)(v) of Regulation S-K.
On
January 20, 2010, the Company furnished K&Co with a copy of this report
prior to filing with the Securities and Exchange Commission (“SEC”) and
requested that K&Co furnish it with a letter addressed to the SEC stating
whether or not it agreed with the statements made by the Company in this report
insofar as they relate to K&Co’s audit services and engagement as the
Company’s independent registered public accounting firm. K& Co
has furnished a letter addressed to the SEC dated January 20, 2010, a copy of
which is attached hereto as Exhibit 16.1.
As noted
above, on January 20, 2010, the Company engaged the services of MB as the
independent registered public accounting firm of the Company. During
the fiscal years ended December 31, 2008 and 2007 and from December 31, 2008
through the engagement of MB as the Company’s independent registered public
accounting firm, neither the Company nor anyone on its behalf consulted MB with
respect to any accounting or auditing issues involving the
Company. In particular, there was no discussion with the Company
regarding the application of accounting principles to a specified transaction,
either completed or proposed, the type of audit opinion that might be rendered
on the Company’s financial statements, or any matter that was either the subject
of a disagreement, as described in Item 304 of Regulation S-K, with K&Co, or
a “reportable event” as described in Item 304(a)(1)(v) of Regulation
S-K.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit
|
Description
|
|
|
16.1*
|
Letter
on change in certifying accountant
|
|
* Filed
herewith
2
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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.
|
Date: January
21, 2010
|
TERRA
ENERGY & RESOURCE TECHNOLOGIES, INC.
By: /s/ Alexandre
Agaian
Alexandre
Agaian
President
|
3