Attached files
file | filename |
---|---|
EX-16.1 - ACCOUNTANTS LETTER - HighCom Global Security, Inc. | blga_ex161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-KA
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 5, 2010 (February 5,
2010)
BlastGard International, Inc.
(Exact
name of registrant as specified in its charter)
Colorado | 333-47294 | 84-1506325 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) | ||
2451 McMullen Booth Road, Suite 242, Clearwater, Florida | 33759-1362 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (727)
592-9400
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 obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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))
|
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
ITEM
4.01. Changes in Registrant’s Certifying
Accountant
(1) Previous Independent
Auditors:
a.
|
On
February 8, 2010, the Company dismissed our independent registered
auditor, Cordovano and Honeck LLP of Englewood Colorado (“C & H”),
based on their notification to us of their partner service
limitation.
|
b.
|
C
& H’s report on the financial statements for the years ended
December 31, 2008 and 2007 contained no adverse opinion or disclaimer
of opinion and was not qualified or modified as to audit scope or
accounting. The auditor’s opinion letter did include an uncertainty
paragraph regarding the Company’s ability to continue as a going
concern.
|
c.
|
Our
Board of Directors participated in and approved the decision to change
independent accountants. Through the period covered by the financial audit
for the years ended December 31, 2008 and 2007 and any subsequent
interim period through February 8, 2010, including its review of
financial statements of the quarterly periods through September 30,
2009, there have been no disagreements with C & H 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 C & H would have caused them to make reference thereto
in their report on the financial
statements.
|
d.
|
During
the two most recent fiscal years and any subsequent interim period through
February 8, 2010, including the most recent review period of
September 30, 2009, there have been no reportable events with us as
set forth in Item 304(a)(i)(v) of
Regulation S-K.
|
e.
|
We
requested that C & H furnish us with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed as an Exhibit to this
Form 8-K.
|
(2)
New Independent Accountants:
a.
|
We
engaged Peter Messineo, CPA of Palm Harbor Florida, as our new independent
registered auditor on February 10,
2010.
|
b.
|
Prior
to February 10, 2010, we did not consult with Mr. Messineo
regarding (i) the application of accounting principles, (ii) the type of
audit opinion that might be rendered by Mr. Messineo, or (iii) any
other matter that was the subject of a disagreement between us and our
former auditor or was a reportable event (as described in Items
304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K,
respectively).
|
Item
5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers
Departure
of Director
On
February 5, 2010, Joel Gold resigned as a member of BlastGard’s Board of
Directors due to demands of his numerous business and personal commitments and
is no longer able to fulfill his fiduciary responsibilities as a Board member.
Mr. Gold’s resignation became effective February 5, 2010.
Election
of Director
On
February 10, 2010, Paul W. Henry was appointed to fill a vacancy on the
board of directors. Mr. Henry has served since 2008 in new business
development for Colchis Capital Management of San Francisco, an alternative
investment management firm. Since 1987, Mr. Henry has served as an
investment banker, business advisor, and/or director of several start-up and
emerging companies, including the following: Caithness Energy, an independent
power producer based in New York City; Essex Investment Management Company, an
investment advisory firm based in Boston, Massachusetts; Phoenix Information
Systems, an information technology and services company based in St. Petersburg,
Florida; DragonHorse International, a China business development company based
in Florida; and Prescott & Forbes, a start-up materials science company
based in Indianapolis, Indiana. From 1983 to 1987, Mr. Henry was employed
by Connecticut Financial Management Company in Boston as a personal financial
advisor. Mr. Henry has a BA in economics from Yale University and an MBA
from Northeastern University Graduate School of Business.
The Board
of Directors also approved $25,000 in annual compensation to the outside Board
members for their service to the Company and that such compensation for the year
2010 is to be paid in restricted common stock at $.10 per share. As a result of
the foregoing, the Company has authorized the issuance of 250,000 fully paid and
non-assessable shares to Andrew McKinnon and Paul Henry.
ITEM
9.01. Financial Statements and Exhibits.
(a)
Financial statements of business acquired:
None
(d)
Exhibits
NUMBER
|
EXHIBIT
|
|
16.1
|
Letter
from Cordovano and Honeck LLP regarding Change in Certifying Accountant.
(Filed herewith.)
|
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.
BlastGard
International, Inc.
|
|
Dated:
March 5, 2010
|
/s/ Mr. Michael J. Gordon |
Mr. Michael
J. Gordon,
|
|
Director
and Chief Financial Officer
|
|