SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):August 6, 2009
MEDZED, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Nevada | | 333-148719 | | 26-0641585 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification Number) |
| | | | |
7900 East Union Avenue Suite 1100 Denver Colorado 80237 |
(Address of principal executive offices) |
| | | | |
(303) 217-4556 |
| | (Registrant’s Telephone Number) | | |
(Former name or former address, if changed since last report)
Copy of all Communications to:
Luis Carrillo
Carrillo Huettel, LLP
501 W. Broadway, Suite 800
San Diego, CA 92101
phone: 619.399.3090
fax: 619.330.1888
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE:
Amendment No. 1 to this Report on Form 8-K was filed to provide disclosure related to the revocation of the registration of Moore & Associates Chartered (“Moore”) with the Public Company Accounting Oversight Board (“PCAOB”). A copy of the order related to same may be found athttp://pcaobus.org/Enforcement/Disciplinary_Proceedings/2009/08-27_Moore.pdf
Amendment No. 2 on Form 8-K is being filed to (i) correct the date that Seale & Beers, CPAs was engaged as the Registrant’s independent registered public accounting firm as disclosed in item (b) of this Report and (ii) to clearly state that Moore & Associates Chartered did not respond to the Registrant’s request for an updated Letter of Agreement with the statements set forth herein.
Medzed, Inc.
Form 8-K
Current Report
Item 4.01 Changes In Registrant’s Certifying Accountant.
(a)
On August 6, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date the accounting firm of Seale and Beers, CPAs was engaged as the Registrant’s new independent registered public account firm. The Board of Directors of the Registrant and the Registrant’s Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company’s financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant’s audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2009, a going concer n qualification in the registrant’s audited financial statements. During the registrant’s two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant’s financial statements.
In addition to the above, the PCAOB revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality control standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non-cooperation with the PCAOB investigation.
The registrant has requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements in this amended report. As of the date of filing, Moore has not responded to our request for an updated letter.
b)
On August 6, 2009, the registrant engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
16.1
Letter from Moore and Associates, Chartered, dated August 11, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K.*
*Previously filed.
2
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 thereunto duly authorized.
| | |
| |
Date: September 22, 2009 | Medzed, Inc. |
| |
| By: /s/ Daniel R. MacLean | |
| Daniel R. MacLean, | |
| President | |
3
