UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8- K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 9, 2009
Waste2Energy Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-151108 | 26-2255797 |
| (State of Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1185 Avenue of the Americas, 20th Floor
New York, NY 10036
(Address of principal executive offices) (zip code)
(646) 723-4000
(Registrant's telephone number, including area code)
Copies to:
Marc Ross, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
N/A
(Former address, if changed since last report)
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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
Waste2Energy Holdings, Inc. (formerly Maven Media Holdings, Inc. and hereinafter referred to as the “Registrant’) is filing this Amendment No. 1 to the 8-K filed by the Registrant with the Securities and Exchange Commission on September 9, 2009 to amend and restate the 8-K.
Item 4.01 Change in Registrant’s Certifying Accountant
As previously reported, pursuant to an Agreement and Plan of Merger, Waste2Energy Acquisition Co., a wholly-owned subsidiary of the Registrant merged into Waste2Energy, Inc. (“Waste2Energy”), and, as a result, Waste2Energy became a subsidiary of the Registrant.
On August 27, 2009, Moore and Associates, Chartered (“Moore”) (the former independent registered public accounting firm for the Registrant when it was a shell company prior to the reverse merger) registration was revoked by the Public Company Accounting Oversight Board (“PCAOB”) because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB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, as amended, and Rule 10b-5 thereunder, and noncooperation with a PCAOB investigation.
On September 9, 2009, the Registrant dismissed Moore as the Registrant’s independent registered public accounting firm. Moore never served as the independent registered public accounting firm for Waste2Energy or any of its subsidiaries. The financial statements for Waste2Energy for the year ended March 31, 2008 were audited by Marcum LLP (“Marcum”).
During the year ended March 31, 2009, and the period from inception (March 11, 2008) through March 31, 2008, Moore’s reports on the Registrant’s financial statements did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles except, Moore’s audit report for the year ended March 31, 2009, and the period from inception (March 11, 2008) through March 31, 2008 included a going-concern qualification.
During the year ended March 31, 2009, the period from inception (March 11, 2008) through March 31, 2008, and the subsequent interim period through September 9, 2009, (i) there were no disagreements between the Registrant and Moore on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Moore would have caused Moore to make reference to the matter in its reports on the Registrant’s financial statements; and (ii) there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-K.
The Registrant will within one day of the filing of this report provide Moore with a copy of the disclosures it is making in response to Item 4.01 on this Form 8-K/A, and has requested that Moore furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter will be filed by amendment upon receipt.
On September 16, 2009, the Registrant engaged Marcum LLP (“Marcum”) to serve as the Registrant’s independent registered public accounting firm for the year ending March 31, 2010. During the fiscal year ending March 31, 2009 and for the period from March 11, 2008 (inception) to March 31, 2008 and subsequent interim periods through September 16, 2009 neither the Company nor anyone acting on its behalf consulted with Marcum on any matters or events set forth in Item 304(a)(2) of Regulation S-K.
The decision to dismiss Moore and appoint Marcum was approved by the Registrant’s board of directors on September 9, 2009.
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 hereunto duly authorized.
| | WASTE2ENERGY HOLDINGS, INC | |
| | | | |
| Dated: September 17, 2009 | By: | /s/ Craig Brown | |
| | | Name: Craig Brown | |
| | | Title: Chief Financial Officer | |
| | | | |
