Attached files
| file | filename |
|---|---|
| EX-16.1 - EXHIBIT 16.1 - TOA Optical Tech, Inc. | exhibit_161.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): February 24, 2014
| TOA Optical Tech, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-55028 | 42-1778734 | ||
| (state or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 1-1-36, Nishiawaji, Higashiyodogawa-ku, Osaka, Japan | 533-0031 | |
| (address of principal executive offices) | (zip 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 (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. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(1) Previous Independent Auditors:
| a. | On February 13, 2014, Messineo & Co, CPAs, LLC (“M&Co”) declined to stand for reappointment as our Company’s independent auditors. |
| b. | M&Co’s report on the financial statements for the year ended July 31, 2013 and for the period July 22, 2013 (inception) through July 31, 2013 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern. |
| c. | Through the period covered by the financial audit for the year ended July 31, 2013 and through the current date, there have been no disagreements with M&Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of M&Co would have caused them to make reference thereto in their report on the financial statements. Through the interim period February 13, 2014 (the date M&Co declined to stand for reappointment), there have been no disagreements with M&Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of M&Co would have caused them to make reference thereto in their report on the financial statements. |
| d. | We have authorized M&Co to respond fully to the inquiries of the successor accountant |
| e. | During the year ended July 31, 2013 and the interim period through February 13, 2014, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K. |
| f. | The Company provided a copy of the foregoing disclosures to M&Co prior to the date of the filing of this Report and requested that M&Co furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K. |
(2) New Independent Accountants:
a. On February 13, 2014, the Company engaged MaloneBailey, LLP (“MB”) of Houston, Texas, as its new registered independent public accountant. During the year ended July 31, 2013 and prior to February 13, 2014 (the date of the new engagement), we did not consult with MB regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by MB, in either case where written or oral advice provided by MB would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
ITEM 9.01. Financial Statements and Exhibits.
- None
- Exhibits
| NUMBER | EXHIBIT |
| 16.1 | Letter from M&Co CPA’s dated February 24, 2014 (Filed herewith.) |
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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.
| TOA OPTICAL TECH, INC. | |
| Dated: February 24, 2014 | /s/ Hajime Abe |
| HAJIME ABE | |
| Secretary & Treasurer |
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