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Item 4.01 Changes In Registrant's Certifying Accounts
1. Previous
Independent Registered Public Accounting Firm.
A. On
March 18, 2011, the Board of Directors of the Registrant dismissed its
independent registered public accounting firm, Gruber & Company, LLC
("Gruber").
B. The
report of Gruber for the year ending December 31, 2009 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles other than going concern.
C. The
decision to change accountants was approved by the Registrant's board of
directors on March 18, 2011, and on such date Hancock Askew & Co, LLP
("Hancock") was engaged as the Registrant's new independent
registered public accountants. The Registrant did not consult Hancock
regarding either: (i) the application of accounting principles to a specified
transaction, completed or proposed, or the type of audit opinion that might
be rendered on the Registrant's financial statements, or (ii) any matter that
was either the subject of a disagreement or a reportable event in connection
with its report on the Registrant's financial statements.
D. During
the Registrant's two most recent fiscal years and the subsequent interim
period through the date of dismissal, there were no disagreements with Gruber
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Gruber, would have caused it to make reference to the matter
in connection with its reports. There were no "reportable events"
in connection with its report on the Registrant's financial statements.
E. The
Registrant has made the contents of its Form 8-K available to Gruber and
requested it to furnish a letter to the Commission as to whether Gruber
agrees or disagrees with, or wishes to clarify the Registrant's expression of
their views. A copy of such report is attached as Exhibit 16.1 to this Form
8-K.
2. New
Independent Registered Public Accounting Firm.
The
Registrant has engaged Hancock as its new independent certified public
accounting firm to audit the Registrant's financial statements December 31,
2010. Prior to such engagement, the Registrant did not consult such firm on
any of the matters referenced in Item 302(a)(2) of Regulation S-K during the
two most recent years or any subsequent interim period prior to engaging
Hancock.
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