SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):May 3, 2010
RESOURCE EXCHANGE OF AMERICA CORP.
(Exact name of registrant as specified in its charter)
| | |
Florida | 333-157565 | 26-4065800 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) | | Identification Number) |
| | |
| 27 Fletcher Ave. Sarasota, FL 34237 | |
| (Address of principal executive offices) | |
| | |
| 941-312-0330 | |
| (Registrant’s Telephone Number) | |
(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo Huettel, LLP
3033 Fifth Avenue, Suite 201
San Diego, CA 92103
phone: 619.399.3090
fax: 619.399.0120
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:
. 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))
ITEM 4.01.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.
On May 3, 2010, Bobbitt, Pittenger & Company, P.A. (“BPC”) was engaged as the registered independent public accountant for Resource Exchange of America Corp. (the “Registrant”), a Florida corporation. On May 3, 2010, Seale & Beers, CPA (“SB”), was dismissed as the registered independent public accountant for the Registrant. The decisions to appoint BPC and dismiss SB were approved by the Board of Directors of the Registrant on May 3, 2010.
Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements for the past two years, SB's reports on the financial statements of the Registrant for the years ended January 31, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through SB's termination on May 3, 2010, SB disclosed the uncertainty regarding the ability of the Registrant to continue as a going concern in its accountant’s report on the financial statements.
In connection with the audit and review of the financial statements of the Registrant through May 3, 2010, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with SB's opinion to the subject matter of the disagreement.
In connection with the audited financial statements of the Registrant for the years ended January 31, 2010 and 2009 and interim unaudited financial statements through May 3, 2010, there have been no reportable events with the Registrant as set forth in Item 304(a)(1)(v) of Regulation S-K.
Prior to May 3, 2010, the Registrant did not consult with BPC regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Registrant’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Registrant and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided a copy of the foregoing disclosures to SB prior to the date of the filing of this report and requested that SB furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to this Form 8-K.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
| | |
Exhibit No. | | Description |
16.1 | | Letter of Agreement from Seale & Beers, CPA |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| RESOURCE EXCHANGE OF AMERICA CORP. |
| | |
Date: May 4, 2010 | By: | /s/ Dana J. Pekas | |
| | Dana J. Pekas |
| | Chief Executive Officer & President |
3
