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): November 30, 2005
Solpower Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-29780 87-0384678
(State of Incorporation) (Commission File Number) (IRS Employer ID)
11555 Heron Bay Boulevard Suite 200
Coral Springs, FL 33076
(Address of principle executive offices)
(954) 603-0520
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Copies to:
Richard Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 Instructions 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 Changes in Registrant's Certifying Accountant.
(a) On November 30, 2005, Solpower Corporation ("Registrant") notified
Semple & Cooper, LLP ("Semple & Cooper") that it was terminating Semple &
Cooper's engagement to be its certifying accountant. The decision to change
accountants was recommended and approved by Registrant's Board of Directors.
During the two fiscal years ended March 31, 2005 and 2004, and through
November 22, 2005, (i) there were no disagreements between Registrant and Semple
& Cooper on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of Semple & Cooper would have caused Semple & Cooper to make
reference to the matter in its reports on Registrant's financial statements, and
(ii) except for Semple & Cooper's report on Registrant's financial statements
for the years ended March 31, 2005 and 2004 which included an explanatory
paragraph wherein they expressed substantial doubt about Registrant's ability to
continue as a going concern, Semple & Cooper's reports on Registrant's financial
statements did not contain an adverse opinion or disclaimer of opinion, and was
not modified as to uncertainty, audit scope or accounting principles. During the
two fiscal years ended March 31, 2005 and 2004 and through November 30, 2005,
there were no reportable events as the term described in Item 304(a)(1)(iv) of
Regulation S-B.
(b) On November 30, 2005, Registrant engaged the firm of Meyler & Company,
LLC to serve as its independent registered public accountants for the fiscal
year ending March 31, 2006.
During the two fiscal years ended March 31, 2005 and 2004, and through
November 30, 2005, the Company has not consulted with Meyler & Company, LLC
regarding either:
1. The application of accounting principles to any specific transaction,
either completed or proposed, or the type of audit opinion that might
be rendered on Registrants' financial statements, and neither a
written report was provided to Meyler & Company, LLC nor oral advice
was provided that Meyler & Company, LLC concluded was an important
factor considered by Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or
2. Any matter that was either subject of disagreement or event, as
defined in Item 304(a)(1)(iv) of Regulation S-B and the related
instruction to Item 304 of Regulation S-B, or a reportable event, as
that term is explained in Item 304(a)(1)(iv) of Regulation S-B.
On November 30, 2005, Registrant provided Semple & Cooper with a copy of
the disclosures it is making in response to Item 4.01 on this Form 8-K, and has
requested that Semple & Cooper furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. Such letter is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99.1 Letter dated November 30, 2005, from Semple & Cooper addressed to
the Securities and Exchange Commission
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.
Dated: November 30, 2005
SOLPOWER CORPORATION
By: /s/ Robert Kohn
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President and Chief Executive Officer