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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) August 22, 2005
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TIME LENDING, CALIFORNIA, INC.
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(exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
333-59114 33-0730042
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Commission File Number IRS Employer Identification Number
1040 E. Katella Avenue, Suite B1, Orange, California 92867
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(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 288-5901
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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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On August 22, 2005, the Board of Directors of Time Lending, California, Inc.
(the "Registrant") accepted the resignation of Michael Johnson & Co., LLC
("Johnson") as its auditors. The Board of Directors of the Registrant accepted
Johnson's resignation and approved the appointment of Jaspers + Hall, PC as its
new auditors. The Registrant does not have an audit committee other than the
members of the Board of Directors.
During the Registrant's fiscal years 2003-2004, and during the interim period
from July 1, 2004 through the date August 22, 2005, there have been no past
disagreements between the Registrant and Johnson, on any matter of accounting
principles or practices, financial statement disclosure or auditing, scope or
procedure.
The audit reports provided by the Registrant's auditors, Johnson, for the fiscal
years ended June 30, 2003 and 2004 did not contain any adverse opinion or
disclaimer of opinion nor was any report modified as to uncertainty, audit scope
or accounting principles, except as follows:
Johnson report on the Registrant's financial statements for the fiscal year
ended June 30, 2003, contained an explanatory paragraph stating that:
"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8, conditions exist which
raise substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plans in regard to these
matters are also described in Note 7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty."
During the two most recent fiscal years and through the date hereof, neither the
Registrant nor any one on behalf of the Registrant has consulted with Jaspers +
Hall, PC regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or any other matters
or reportable events required to be disclosed under Items 304 (a) (2) (i) and
(ii) of Regulation S-B.
ITEM 8.01 OTHER EVENTS.
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On August 22, 2005, Time Lending, California, Inc., a Nevada
corporation (the "Registrant") commenced its private placement of 10 million
shares of its Series A Convertible Preferred Stock ("Preferred Stock") in the
principal amount of up to $5 million, at a purchase price of $.50 per share.
Each share of Preferred Stock is convertible into shares of common stock of the
Company as set forth in the Certificate of Designation.
The Preferred Stock is being offered by the Company to investors whom the
Company had reasonable grounds to believe were "accredited investors" within the
meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended
(the "Securities Act"). Each certificate evidencing securities to be issued to
the investors will include a legend to the effect that the securities are not
registered under the Securities Act and cannot be resold absent registration or
the availability of an applicable exemption from registration. The issuance of
the Preferred Stock is exempt from the registration requirements of the
Securities Act by reason of Section 4(2) of the Securities Act and the rules and
regulations, including Regulation D thereunder, as transactions by an issuer not
involving a public offering.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
3.3 Certificate of Designation
16. Letter from Michael Johnson & Co., LLC to the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act or 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 22, 2005 TIME LENDING, CALIFORNIA, INC.
By: /s/ Michael P. Pope
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Michael P. Pope
President