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EX-16.1 - Willing Holding, Inc.v187948_ex16-1.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):  June 7, 2010
 

 
Willing Holding, Inc.
(Exact name of registrant as specified in its charter)
 
Florida
000-53496
26-0655541
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
21218 St. Andrews Blvd. #131
Boca Raton,  Florida 33432
(Address of Principal Executive Office) (Zip Code)
 
(561) 705-4386
(Registrant’s telephone number, including area code)
 
N/A
(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 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))
 
 
 

 
 
Item 4.01
 
Changes in Registrant’s Certifying Accountant.
 
On June 7, 2010, the board of directors of the registrant Willing Holding, Inc. (the “Company”) approved the dismissal of the Company’s independent registered public accounting firm, Gruber & Company LLC (“Gruber”).  On that date, the board approved and ratified the engagement of M&K CPAS, PLLC, (“M&K”) to serve as the Company’s independent registered public accountants for the 1st Q ended March 31, 2010 and the fiscal year ended December 31, 2010.  During the Company’s two most recent fiscal years and the subsequent period prior to the Company’s engagement of M&K, the Company did not consult with M&K regarding any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.  During each of the fiscal years ended December 31, 2009 and December 31, 2008 and the subsequent period from January 1, 2010 through the Company’s notice to Gruber of its dismissal on June 8,  2010 (the “Dismissal Notice”),  there were no disagreements between the Company and Gruber on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreement, if not resolved to the satisfaction of Gruber, would have caused it to make reference to the subject matter of the disagreement in connection with its reports.

The Company has provided Gruber with a copy of the above disclosures and has requested that Gruber furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with such statements made by the Company. A copy of that letter, dated June 10, 2010, is incorporated herein by reference to Exhibit 16.1 of the Company’s Form 8-K report.
 
Item 9.01
 
Financial Statements and Exhibits.
 
Exhibits.
 
The following exhibit is filed herewith:

Exhibit No.
     
Description
 
     
 
16.1
 
Letter from Gruber & Company LLC dated June 10, 2010, to the Securities and Exchange Commission (incorporated by reference to the Company’s Form 8-K report filed with the Securities and Exchange Commission on June 10, 2010)
 
 
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 thereunto duly authorized.
 
     
 
WILLING HOLDING, INC.
 
 
(Registrant)
 
     
       
Date: June 10, 2010
By:
/s/ THOMAS L. DISTEFANO III  
 
Name:
Thomas L. DiStefano III
 
 
Title:
Chairman and Chief Executive Officer
 
       
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
     
Description
 
     
 
16.1
 
Letter from Gruber & Company LLC, dated June 10, 2010, to the Securities and Exchange Commission (incorporated by reference to the Company’s Form 8-K report filed with the Securities and Exchange Commission on June 10, 2010).