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): January 31, 2011
Umami
Sustainable Seafood Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-52401
|
98-0636182
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
1230
Columbia St., Suite 1100
San
Diego, CA 92101
(Address
of principal executive offices) (zip code)
(619)
544-9177
(Registrant’s
telephone number, including area code)
405 Lexington
Ave.
26th Floor,
Suite 2640
New York, New York 10174
New York, New York 10174
(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))
On
January 31, 2011, Umami Sustainable Seafood Inc., (the "Company") dismissed
Ramirez Jimenez International, formally known as Ramirez International, as its
independent registered public accounting firm and appointed McGladrey &
Pullen LLP as its new independent registered public accounting firm, subject to
final completion of McGladrey & Pullen LLP's client acceptance procedures.
The decision to dismiss Ramirez Jimenez International and to retain McGladrey
& Pullen LLP was approved by the Company's Board of Directors on January 31
2011.
Ramirez
Jimenez International’s report on the Company's consolidated financial
statements for the fiscal years ended June 30th, 2010
and 2009 did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles. During the Company's fiscal years ended June 30th, 2010 ,
June 30th 2009
and through January 31, 2011, there were no disagreements with Ramirez Jimenez
International on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Ramirez Jimenez International’s satisfaction, would have caused them to make
reference to the subject matter in connection with their report on the Company's
consolidated financial statements for such period.
During
the Company’s years ended June 30th, 2010
and 2009 and through January 31, 2011, there were no “reportable events”
(hereinafter defined) requiring disclosure pursuant to Item 304(a)(1)(v) of
Regulation S-K. As used herein, the term “reportable event” means any
of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation
S-K.
The
Company has provided Ramirez Jimenez International with a copy of the foregoing
disclosures and has requested that Ramirez Jimenez International review such
disclosures and provide a letter addressed to the Securities and Exchange
Commission as specified by Item 304(a)(3) of Regulation S-K.
During
the Company’s years ended June 30th, 2010
and 2009 and through January 31, 2011, neither the Company nor anyone on its
behalf consulted McGladrey & Pullen LLP regarding either (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 Company’s consolidated financial statements, and neither a written report
nor oral advice was provided to the Company that McGladrey & Pullen
LLP concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
UMAMI SUSTAINABLE SEAFOOD INC. | |||
February
3, 2011
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By:
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/s/ Daniel G. Zang | |
Name: Daniel G. Zang | |||
Title:
Chief Financial Officer
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