Attached files
| file | filename |
|---|---|
| EX-7.1 - WHITEMARK HOMES INC | v172061_ex7-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
December
4, 2008
WHITEMARK HOMES,
INC.
(Exact
name of Company as specified in its charter)
|
Colorado
|
000-08301
|
25-1302097
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
|
677 North Washington
Blvd., Sarasota, Florida
|
34236
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(914)-952-5885
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
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
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Changes
in Company’s Certifying Accountant.
|
On December 4, 2008, Moore
& Associates Chartered (“Moore”) resigned as
the auditors of Whitemark Homes, Inc. (the “Company”). On
December 4, 2008, Moore sent a letter to the Securities and Exchange Commission
(the “Commission”)
informing the Commission that the Company’s interim financials for the period
ended September 30, 2008 were filed without auditor review and further stating
that Moore had
advised
that these financials should not be relied on and the filer be required to file
an 8-k of Non-Reliance immediately which the filer apparently
ignored. We further advise the Securities and Exchange Commission
that as of December 4, 2008 we are resigning as Auditors of record because of
non compliance on the part of the filer.
A copy of
this letter is attached hereto as Exhibit 7.1 and
incorporated herein by reference.
The Company was under the belief that
the interim financials referenced in Moore’s letter had been reviewed by Moore
at the time of such filing. Neither the Board of Directors of the
Company nor its Audit Committee has discussed this disagreement with
Moore. As of the date hereof, the Company had not authorized Moore to
respond to the inquiries of its successor accountant but it is prepared to do so
in the event that its successor accountant desires to make such
inquiries.
On August 27, 2009, the Public Company
Accounting Oversight Board (the “PCAOB”) revoked the
registration of Moore. The PCAOB imposed the sanction on
the basis of its findings concerning Moore’s violations of Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”), Rule
10b-5 of the Exchange Act, PCAOB rules and auditing standards in auditing the
financial statements of three issuer clients from 2006 to 2008, PCAOB rules and
quality control standards and noncooperation with a PCAOB
investigation.
In a related enforcement action by the
Securities and Exchange Commission (the “Commission”), in
addition to certain monetary penalties, Moore agreed to be permanently enjoined
from future securities violations and to be suspended from appearing or
practicing before the Commission as accountants.
Moore has not issued a report on the
Company’s financial statements for either of the Company’s past two fiscal
years. Moore issued a report with respect to the fiscal year ended
December 31, 2007, which report, other than a going concern qualification, did
not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles.
On January 20, 2009, the Board of
Directors approved the engagement of the accounting firm of Salberg &
Company, P.A. (“Salberg”) as the
Company’s
auditors; provided, however, that as of the date of filing of this
Current Report on Form 8-K, the Company had not entered into an engagement
agreement with Salberg.
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Other
than as described above, during the Company's two most recent
fiscal years and the interim period prior to Moore’s dismissal, there were
no disagreements with Moore 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 Moore, would have caused
it to make reference to the subject matter of the disagreements in connection
with its report.
The Company has requested that
Moore furnish it with a letter addressed to the Commission stating
whether it agrees with the above statements. Moore has
informed the Company that on advice of counsel it will not issue such
letter.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On January 9, 2010, John Reese resigned
as a member of the Company’s Board of Directors.
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Item
9.01.
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Financial
Statements and Exhibits.
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|
(a)
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Not
applicable
|
|
(b)
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Not
applicable
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|
(c)
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Not
applicable
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(d)
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Exhibits.
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7.1
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Letter
dated December 4, 2008 from Moore & Associates, Chartered to the
Securities and Exchange
Commission
|
-3-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| WHITEMARK HOMES, INC. | |||
|
|
By:
|
/s/ Barry Reese | |
| Barry Reese | |||
| Chief Executive Officer and President | |||
Date:
January 25, 2010
-4-