UNITED STATES
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
NOVEMBER 29, 2006
(Date of Report)
MIDNIGHT HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-22142 55-0681106
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
22600 HALL ROAD
SUITE 205
CLINTON TOWNSHIP, MI 48036
(Address of principal executive offices)
(586) 468-8741
(Registrant's telephone number, including area code)
(Former name or 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 obligations 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))
ITEM 4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Termination of previous independent public accountants:
(1) On November 22, 2006, Miller, Ellin & Co. LLP ("Miller, Ellin")
resigned as the Registrant's independent auditors.
(2) Miller, Ellin submitted an audit report on June 20, 2006 on the
Registrant's financial statements for the year ended December 31, 2005. The
submitted audit reports contained no adverse opinion, disclaimer of opinion or
other modifications or qualifications. However, the reports contained an
explanatory paragraph disclosing the uncertainty regarding the ability of the
Company to continue as a going concern. Miller, Ellin did not, during the
applicable periods, advise the Registrant of any of the enumerated items
described in Item 304(a)(1) of Regulation S-B.
(3) The resignation of Miller, Ellin was unanimously accepted by the Board
of Directors of the Registrant on November 22, 2006.
(4) During the two most recent fiscal years as well as any subsequent
interim period through the date of resignation in which Miller, Ellin served as
the Registrant's auditors, there were no disagreements between Miller, Ellin and
the Registrant 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 Miller, Ellin, would have caused Miller,
Ellin to make reference to the subject matter of the disagreement(s) in
connection with, its reports on financial statements for the years or such
interim period.
(5) Pursuant to Item 304(a)(3) of Regulation S-B, the Registrant has
provided Miller, Ellin with a copy of this Form 8-K and the Registrant has
requested Miller, Ellin to furnish a letter addressed to the Commission stating
that it agrees with the above statements and, if not, stating the respects in
which it does not agree. Upon receipt of such letter, the Registrant shall file
such letter as an amendment to this Form 8-K as Exhibit 16.1, which will be
filed with the Commission within two (2) business days of the receipt of such
letter.
(b) Appointment of Independent Auditors
(1) On November 22, 2006 the Registrant's Board of Directors ratified the
engagement of Malone & Bailey, PC ("Malone & Bailey"), as its auditors. The
decision to retain this accountant was approved by the Board of Directors of
Registrant. The Registrant authorized Miller, Ellin to fully respond to any and
all inquiries of Maloney & Bailey, concerning the finances and previously
performed audits of Registrant.
(2) During the two most recent fiscal years prior to the date of
engagement, and the subsequent interim period prior to engaging Malone Bailey,
neither the Registrant (nor someone on the Registrant's behalf) consulted the
newly engaged accountant regarding any matter, except as follows:
-2-
Malone & Bailey submitted audit reports on April 15, 2004 and March 26, 2006 on
Redox Technology Corporation's (which was the predecessor to the current
Registrant) financial statements for the years ended December 31, 2003 and 2004,
respectively. The submitted audit reports contained no adverse opinion,
disclaimer of opinion or other modifications or qualifications. However, both
reports contained an explanatory paragraph disclosing the uncertainty regarding
the ability of the Company to continue as a going concern. Malone & Bailey did
not, during the applicable periods, advise the Registrant of any of the
enumerated items described in Item 304(a)(1) of Regulation S-B.
Copies of Malone & Bailey's reports dated April 15, 2004 and March 26, 2006 were
attached as exhibits to the Forms 10-KSB which were filed with the Commission on
July 23, 2003 and June 30, 2006, respectively.
(3) The Registrant permitted Malone & Bailey to review this Form 8-K
before it was filed with the Commission. Malone & Bailey has not furnished the
Registrant with a clarification or disagreement with the information set forth
herein.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits.
Exhibit 16.1 Letter from Miller, Ellin.*
* To be filed by amendment.
-3-
SIGNATURE
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.
DATED: NOVEMBER 29, 2006
MIDNIGHT HOLDINGS GROUP, INC.
By:
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Name: Nicholas Cocco
Title: President and Chief Executive Officer