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EX-16.1 - COLOMBIA ENERGY RESOURCES, INC. | v187862_ex16-1.htm |
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): May 28, 2010
FREEDOM
RESOURCES
ENTERPRISES,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-32735
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87-0567033
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
incorporation)
|
Identification
No.)
|
|
4265
San Felipe Street, Suite 1100, Houston, Texas
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77027
|
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (832) 327-7417
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d -2(b))
|
o
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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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Item
4.01
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Change in Registrant’s
Certifying Accountant
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On June 8, 2010, the Board of Directors
of Freedom Resources Enterprises, Inc. (the “Corporation”) recommended and
approved the dismissal of Pritchett, Siler & Hardy, PC, (“Pritchett”), as
its independent auditor, effective immediately.
Pritchett’s reports on the
Corporation’s financial statements as of and for the fiscal years ended December
31, 2009 and December 31, 2008 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 that its reports for the fiscal
years ended December 31, 2009 and 2008 contained going concern qualifications
because the Corporation has incurred losses since its inception and it had, at
the date of such reports, current liabilities in excess of current
assets.
During the Corporation’s two most
recent fiscal years ended 2009 and 2008 and during the subsequent interim period
through the date of this report, there were no disagreements with
Pritchett on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Pritchett, would have caused Pritchett to
make reference to the subject matter of the disagreements in connection with its
reports, and no events of the type listed in paragraphs (A) through
(D) of Item 304(a)(1)(v) of Regulation S-K.
On June 8, 2010, the Corporation
engaged Burr Pilger Mayer, Inc. (“Burr”), an independent registered public
accounting firm which is registered with, and governed by the rules of, the
Public Company Accounting Oversight Board, as its new independent registered
public accountant to audit the Corporation’s financial statements for the year
ended December 31, 2010. The decision to change the Corporation’s
independent registered public accounting firm was ratified by the Board of
Directors of the Corporation on June 8, 2010.
During the fiscal years ended
2009 and 2008 and through the date hereof, neither the
Corporation nor anyone acting on behalf of the Corporation consulted
Burr with respect to (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 our financial statements, and neither a written report was
provided to us or oral advice was provided that Burr concluded was an important
factor considered by us in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was the subject of a
disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v),
respectively, of Regulation S-K.
The Corporation furnished Pritchett
with a copy of this disclosure on June 8, 2010, providing Pritchett with the
opportunity to furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Corporation
herein in response to Item 304(a) of Regulation S-K and, if not, stating the
respect in which it does not agree. A letter from Pritchett, dated June 9, 2010
is filed as Exhibit 16.1 to this report.
Item
5.07
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Submission of Matters to a Vote
of Security Holders
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On May 28, 2010, the holders of an
aggregate of 47,700,000 shares of the common stock of the Corporation, or 94.1%
of its issued and outstanding shares of common stock, acting by written consent
pursuant to Section 78.320 of the Nevada Revised Statutes, approved an amendment
to the Corporation’s Articles of Incorporation to (i) change the Corporation’s
corporate name to Colombia Clean Power & Fuels, Inc. from Freedom Resources
Enterprises, Inc. and (ii) effect a reverse stock split, pursuant to which every
five (5) shares of the Corporation’s common stock, par value $0.001 per share,
will be exchanged for two (2) new shares of the Corporation’s common
Stock.
The Corporation filed an Information
Statement with the Securities and Exchange Commission in accordance with Rule
14c-2 of the Securities Exchange Act of 1934 on June 10, 2010, relating to this
action by written consent. In accordance with Rule 14c-2, a
Certificate of Amendment to the Corporation’s Articles of
Incorporation to effect the change in the Corporation’s name and to
effect the reverse stock split will be filed with the Secretary of State of the
State of Nevada and become effective no sooner than 20 calendar days after the
Information Statement is mailed to the Corporation’s stockholders.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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16.1
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Letter
from Pritchett, Siler & Hardy, PC to the Securities and Exchange
Commission dated June 9, 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.
Dated: June
10, 2010
FREEDOM
RESOURCES ENTERPRISES, INC.
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By:
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/s/ Edward Mooney | |
Edward
Mooney
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President and Chief Executive Officer | |||