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| NGHI.OB > SEC Filings for NGHI.OB > Form 8-K/A on 17-Sep-2009 | All Recent SEC Filings |
17-Sep-2009
Non-Reliance on Previous Financials, Audits or Interim Review
As reported in Item 4.01 above, on August 31, 2009, the Registrant was informed by letter from the SEC that the PCAOB revoked the registration of the former auditor, Moore & Associates, Chartered, on August 27, 2009, because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a PCAOB investigation. In the same letter, the SEC informed the Registrant that we may no longer include audit reports or consents of Moore & Associates, Chartered, in our filings with the SEC made on or after August 27, 2009, and advised us that we should engage a firm that is registered with the PCAOB to re-audit our consolidated financial statements for prior years that we will be required to include in future filings.
We will be required to include audited consolidated financial statements for the year ended December 31, 2008, in our Annual Report on Form 10-K for the year ending December 31, 2009, and we will not be able to do so unless such consolidated financial statements are re-audited by a firm currently registered with the PCAOB. In addition, if we were to file any registration statements with the SEC that are required to include our consolidated financial statements for the year ended December 31, 2008, we would not be able to do so unless such consolidated financial statements are re-audited by a firm currently registered with the PCAOB. Therefore we have engaged our current independent registered public accountants, GBH CPAs, PC, to re-audit our consolidated financial statements for the year ended December 31, 2008 (the "2008 Financial Statements"), which were included in our Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on April 14, 2009 (the "2008 Form 10-K").
After a preliminary review by management and as discussed with our independent registered public accounting firm, GBH CPAs, PC, we have determined that our previously issued audited consolidated financial statements for the fiscal year ended December 31, 2008 (contained in the 2008 Form 10-K), and interim unaudited consolidated financial statements for the three months ended March 31, 2009 and for the three and six months ended June 30, 2009 (contained, respectively, in Forms 10-Q for the quarters ended March 31 and June 30, 2009) and the unaudited condensed combined pro forma financial statements contained in the Super 8-K will require restatement and should no longer be relied on.
The Registrant will restate its previously issued balance sheets, statements of operations and statements of cash flows contained in the financial statements referred to above for matters related to the following errors: (i) an overstatement of accounts payable and accrued expenses at December 31, 2008, and March 31 and June 30, 2009, (ii) an understatement of general and administrative expenses for the period from inception through December 31, 2008, (iii) an overstatement of cash held in trust at December 31, 2008, and an understatement of notes payable at March 31, 2009, and (iv) the incorrect valuation of the Tempo Mineral Prospect.
Following is a description of the errors related to the overstatement of accounts payable and accrued expenses at December 31, 2008, and March 31 and June 30, 2009, and the understatement of general and administrative expenses for the period from inception through December 31, 2008: The Registrant overstated accounts payable due to the Registrant's accounting consultant misconstruing certain transactions taking place within the Registrant's trust account, which is maintained by an external accountant. Certain cash payments on prior period liabilities were incorrectly recorded as accruals of new accounts payable and accrued expenses. The Registrant understated general and administrative expenses, as certain expense payments were incorrectly recorded as accruals of liabilities.
Following is a description of the error related to the overstatement of cash held in trust at December 31, 2008, and an understatement of notes payable at March 31, 2009: The Registrant overstated its cash held in trust at December 31, 2008, by including the proceeds of the $150,000 Bridge Note described in the Super 8-K. The proceeds of the Bridge Note were not actually received by the Registrant until January 7, 2009, and should not have been included in cash held in trust at December 31, 2008. The Registrant understated notes payable at March 31, 2009, by failing to include the $150,000 Bridge Note. (As reported in the Form 10-Q for the quarter ended June 30, 2009, on June 24, 2009, the Registrant prepaid $100,000 of principal on the bridge Note, and the balance was correctly reflected at June 30, 2009.)
Following is a description of the error related to the incorrect valuation of the Tempo Mineral Prospect: The asset was originally valued at the predecessor owner's cost of $20,465. In accordance with SEC Staff guidance, since there has not been a final or bankable feasibility study and the designation of proven and probable reserves, the Tempo Mineral Prospect is expected to be assigned no fair value at December 31, 2008, and subsequent balance sheet dates.
The effects on the Registrant's previously issued consolidated financial statements for the fiscal year ended December 31, 2008, of the errors related to the overstatement of accounts payable and accrued expenses, the understatement of general and administrative expenses and the incorrect valuation of the Tempo Mineral Prospect are summarized as follows:
As
Previously As Increase
December 31, 2008 Reported Restated (Decrease)
Cash held in trust $ 253,440 $ 103,440 $ (150,000 )
Total current assets 253,440 103,440 (150,000 )
Mining claims 20,465 - (20,465 )
Total assets 273,905 103,440 (170,465 )
Accounts payable and accrued expenses 363,996 247,002 (116,994 )
Total liabilities 363,996 247,002 (116,994 )
Total stockholders' equity (defecit) (90,091 ) (143,562 ) (53,471 )
For the Year Ended
December 31, 2008
General and administrative expense 90,282 110,747 20,465
Net loss (90,282 ) (110,747 ) (20,465 )
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Our Board of Directors has discussed the matters disclosed in this Report under this Item 4.02 with our independent registered public accounting firm, GBH CPAs, PC.
The Registrant intends to file as soon as practicable amendments to the Super 8-Kand to the 2008 Form 10-K containing the re-audited consolidated balance sheets, consolidated statements of operations, stockholders' equity (deficit) and cash flows. The Registrant intends to file as soon as practicable amendments to its Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2009, to the extent necessary to reflect the items referred to above.
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