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Form 8-K for WINDSWEPT ENVIRONMENTAL GROUP INC

20-Jan-2006

Change in Accountant, Financial Statements and Exhibits


Item 4.01 Changes in Registrant`s Certifying Accountant.

Effective January 19, 2006, the audit committee of Windswept Environmental Group, Inc. ("Windswept") dismissed Massella & Associates, CPA, PLLC ("Massella") as independent accountants to Windswept and appointed Holtz Rubinstein Reminick LLP ("Holtz") as independent accountants to Windswept.

Massella`s report on the financial statements of Windswept for the fiscal year ended June 28, 2005 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Massella`s report for the fiscal year ended June 28, 2005 included the following paragraph regarding Windswept`s ability to continue as a going concern:

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, has a working capital deficit and a stockholders` deficit, and is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations, which raises substantial doubt about the Company`s ability to continue as a going concern. Management`s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Massella did not report on Windswept`s financial statements for its fiscal year ended June 29, 2004.

In connection with the audit for the fiscal year ended June 28, 2005 and the subsequent interim period through September 27, 2005, there have been no disagreements with Massella 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 Massella would have caused them to make reference thereto in their report on the financial statements for such year.

There were no reportable events or disagreements with Massella to report as defined in Regulation S-K Item 304(a)(l)(v).

Windswept provided Massella with a copy of the foregoing disclosures and requested Massella to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Massella`s response letter dated January 20, 2006, is attached as Exhibit 16.1 to this Form 8-K.

During the prior two fiscal years ended June 28, 2005 and June 29, 2004, and through January 19, 2006, neither Windswept nor anyone on behalf of Windswept has consulted with Holtz regarding either:

1. The application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on Windswept`s financial statements, and neither a written report was provided to Holtz nor oral advice was provided that Holtz concluded was an important factor considered by Windswept in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. Any matter that was either subject of disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) and (v) of Regulation S-K, respectively.



Item 9.01 Financial Statements and Exhibits.

16.1 Letter dated January 20, 2006, from Massella & Associates, CPA, PLLC to the Securities and Exchange Commission (filed herewith).
 
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