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EX-16.1 - EXHIBIT 16.1 - ORIGINCLEAR, INC.ex161.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 24, 2013
 
ORIGINOIL, INC.
(Name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
Incorporation or organization)
 
5645 West Adams Boulevard
Los Angeles, California
(Address of principal executive offices)
333-147980
(Commission File Number)
26-0287664
(I.R.S. Employer
Identification Number)
 
 
90016
(Zip Code)

Registrant’s telephone number, including area code: (323) 939-6645
 
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 (see General Instruction A.2. below):
 
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] 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 Change in Registrant’s Certifying Accountant.

On September 24, 2013, upon approval by the board of directors of OriginOil, Inc. (the “Company”), the Company dismissed HJ Associates & Consultants, LLP (“HJ”) effective immediately, as its independent registered public accounting firm and  appointed Weinberg & Company, PA (“Weinberg”) as its new independent registered public accounting firm.

The reports of HJ on the Company’s financial statements for the fiscal years ended December 31, 2011 and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the report was modified as to the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2011 and 2012 and through the interim period ended September 24, 2013, there were no disagreements with HJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of HJ, would have caused it to make reference to the matter in connection with its reports.

During the fiscal years ended December 31, 2011 and 2012 and the subsequent interim period through September 24, 2013, the Company did not consult with Weinberg regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event identified in response to (a)(1)(v) of Item 304 of Regulation S-K.

The Company has made the contents of this Current Report on Form 8-K available to HJ and requested that HJ furnish the Company a letter addressed to the SEC as to whether HJ agrees or disagrees with, or wishes to clarify the Company’s expression of, its views, or containing any additional information.  A copy of HJ’s letter to the SEC is included as Exhibit 16.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

 
16.1
Letter from HJ Associates & Consultants, LLP to the United States Securities and Exchange Commission dated September 27, 2013

 
 
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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.


  ORIGINOIL, INC.  
       
September 27, 2013
By:
/s/ T. Riggs Eckelberry  
    Name: T. Riggs Eckelberry  
    Title: Chief Executive Officer  
       
 
 
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