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EX-16.1 - REEVES TELECOM LTD PARTNERSHIP | v208497_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_____________________
FORM
8-K/A
(Amendment
No. 1)
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 3,
2011
REEVES
TELECOM LIMITED PARTNERSHIP
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(Exact
Name of Registrant as Specified in
Charter)
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South
Carolina
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000-09305
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57-0700063
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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c/o
Grace Property Management, Inc.
55
Brookville Road, Glen Head, New York 11545
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(Address
of principal executive offices, ZIP code)
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Registrant’s
telephone number, including area code:
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(516)
686-2201
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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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Explanatory
Note: This filing amends the Current Report on Form 8-K filed January 5,
2011 (the “Initial 8-K”) by Reeves Telecom Limited Partnership (the
“Partnership”) to report a change in the Partnership’s certifying accountant
under Items 4.01 and 9.01 of Form 8-K. This Form 8-K/A amends
and restates Item 4.01 to state that during the Partnership’s two most recent
fiscal years and the subsequent interim period preceding the date of resignation
of Frazer Frost, LLP (“Frazer Frost”), there were: (i) no disagreements
between the Partnership and Frazer Frost on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Frazer Frost,
would have caused Frazer Frost to make reference to the subject matter of the
disagreement(s) in connection with its reports, and (ii) no “reportable events”
(as described in Item 304(a)(1)(v) of Regulation S-K). An
updated letter furnished by Frazer Frost, the Partnership’s former certifying
accountant, stating that Frazer Frost agrees with the Partnership’s statements
in Item 4.01 of this Form 8-K/A, is filed under Item 9.01 as
Exhibit 16.1 to this Form 8-K/A. No other changes are being made
to the Initial 8-K by this filing.
Item
4.01. Changes in
Registrant’s Certifying Accountant.
On
January 3, 2011, Reeves Telecom Limited Partnership (the “Partnership”) was notified
that Frazer Frost, LLP (“Frazer Frost”), the Partnership’s independent
accountant, and the principal accountant that was engaged to audit the
Partnership’s financial statements, was winding down operations as Frazer Frost
and that the firms that had combined to form Frazer Frost, namely, Frost, PLLC
(“Frost”) and Moore Stephens Wurth Frazer and Torbert, LLP (“MSWFT”), would
resume their separate operations. Accordingly, Frazer Frost resigned as
the Partnership’s certifying accountant on January 3, 2011 with immediate
effect. The Partnership engaged Frost effective January 5, 2011 as
its independent registered accounting firm to perform the audit of the
Partnership’s financial statements for the fiscal year ended December 31,
2010. Frost was registered with the Public Company Accounting
Oversight Board effective December 21, 2010.
Because
the Partnership is a limited partnership, it has no officers or
directors. Grace Property Management, Inc., the Partnership’s general
partner (the “General Partner”), performs functions generally performed by
officers and directors. The General Partner has no committees,
including an audit committee. The Board of Directors of the General
Partner functions in the capacity of an audit committee. The Board of
Directors of the General Partner has approved the change of accountant described
in this Current Report on Form 8-K/A.
The
financial statements for the year ended December 31, 2009 were reported on by
Frazer Frost and the financial statements for the year ended December 31, 2008
were reported on by Frost, prior to its combination with MSWFT, with an
unqualified opinion. Frost will assume responsibility for the Frazer Frost
audit of the Partnership for the year ended December 31, 2009 and all subsequent
interim periods.
The
report of Frazer Frost on the Partnership’s financial statements for the fiscal
year ended December 31, 2009 and the report of Frost on the Partnership’s
financial statements for the fiscal year ended December 31, 2008 did not contain
an adverse opinion or a disclaimer of opinion, nor was either qualified or
modified as to uncertainty, audit scope or accounting principles. The
financial statements for the fiscal year ended December 31, 2010 have not yet
been prepared.
Page 1 of
3
During
the Partnership’s two most recent fiscal years ended December 31, 2010 and
2009 and the subsequent interim period preceding the date of Frazer Frost’s
resignation, there were: (i) no disagreements between the Partnership and
Frazer Frost on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Frazer Frost, would have caused Frazer Frost
to make reference to the subject matter of the disagreement(s) in connection
with its reports, and (ii) no “reportable events” (as described in
Item 304(a)(1)(v) of Regulation S-K).
From
January 1, 2010 through January 3, 2011, the period during which Frazer Frost
was the Partnership’s independent accountant, the Partnership did not consult
with Frost on (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 the Partnership’s financial statements, and Frost did not
provide either a written report or oral advice to the Partnership that was an
important factor considered by the Partnership in reaching a decision as to any
accounting, auditing, or financial reporting issue; or (ii) any matter that
was either the subject of any disagreement, as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or
a reportable event, as described in Item 304(a)(1)(v) of
Regulation S-K. Prior to the engagement of Frazer Frost on
January 1, 2010, Frost was engaged as the Partnership’s independent registered
public accounting firm and the Partnership, in the normal course of the
professional relationship with Frost, consulted with Frost on a variety of
matters, including the application of accounting principles, auditing standards,
financial reporting issues, and reportable events with management; however such
consultation was not considered in the decision to retain Frost.
The
Partnership has provided Frazer Frost a copy of the disclosures in this Form
8-K/A and has requested that Frazer Frost furnish the Partnership with a letter
addressed to the Securities and Exchange Commission stating whether or not
Frazer Frost agrees with the Partnership’s statements in response to this
Item 4.01. A copy of the letter dated January 19, 2011 furnished
by Frazer Frost in response to that request is filed as Exhibit 16.1 to
this report.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
of Exhibit
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16.1
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Letter
of Frazer Frost, LLP dated January 19,
2011
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of 3
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.
REEVES
TELECOM LIMITED PARTNERSHIP
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By:
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Grace
Property Management, Inc.,
General
Partner
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Date:
January 19, 2011
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By:
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/s/
DAVIS P. STOWELL
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Davis
P. Stowell
President
of General Partner
(Principal
Executive Officer,
Principal
Financial Officer,
Principal
Accounting Officer)
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