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| UVSE.OB > SEC Filings for UVSE.OB > Form 8-K on 10-Nov-2008 | All Recent SEC Filings |
10-Nov-2008
Changes in Registrant's Certifying Accountant, Financial Statements and Ex
1. Universal Energy Corp. (the "Company") was notified by Cross, Fernandez & Riley, LLP in a letter dated November 5, 2008 that confirmed the client-auditor relationship had ended and therefore would be resigning as the independent registered auditor for the Company. The cessation of the relationship was recommended and approved by the board of directors of the Company on November 5, 2008. The Company does not have an audit or similar committee.
2. The audit report of Cross, Fernandez & Riley, LLP on the consolidated financial statements of Universal Energy Corp. and subsidiary as of and for the year ended December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles; however, the report contained a modification paragraph that expressed substantial doubt about Universal Energy Corp.'s ability to continue as a going concern.
3. The decision to engage Mark Bailey & Company, Ltd. was approved by the board of directors on November 5, 2008.
4. During the Company's most recent fiscal year ended December 31, 2007 through the date of this Current Report, the Company did not consult with Cross, Fernandez & Riley, LLP on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and Cross, Fernandez & Riley, LLP did not provide either a written report or oral advice to the Company that Cross, Fernandez & Riley, 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) 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 within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
5. In connection with the audit of the Company's consolidated financial statements for the fiscal years ended December 31, 2007 and through the date of this Current Report, there were: (1) no disagreements between the Company and Cross, Fernandez & Riley, LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Cross, Fernandez & Riley, LLP, would have caused Cross, Fernandez & Riley, LLP to make reference to the subject matter of the disagreement in their reports on the Company's financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
6. The Company has provided Cross, Fernandez & Riley, LLP a copy of the disclosures in this Form 8-K and has requested that Cross, Fernandez & Riley, LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Cross, Fernandez & Riley, LLP agrees with the Company's statements in this Item 4.01(a). A copy of the letter dated November 6, 2008 furnished by Cross, Fernandez & Riley, LLP in response to that request is filed as Exhibit 16.1 to this Form 8-K.
Exhibit 16.1 Letter from Cross and Fernandez & Riley, LLP to the Securities and Exchange Commission
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