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
Date of Report (Date of earliest event reported): October 19, 2006
MID-POWER SERVICE CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 2-85602-D 88-0478633
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8290 West Sahara Avenue, Suite 186
Las Vegas, NV 89117
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(Address of principal executive offices) (Zip Code)
702-838-0716
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(Registrant's telephone number, including area code)
N/A
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(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 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))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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On October 19, 2006, the board of directors of Mid-Power Service
Corporation ("the Company") dismissed Tanner LC ("Tanner") as the Company's
independent registered public accounting firm.
The reports of Tanner on the Company's consolidated balance sheets as
of June 30, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years then ended, did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to audit scope or accounting principles, except for the addition
of an explanatory paragraph expressing substantial doubt about the Company's
ability to continue as a going concern. Tanner began but did not complete its
audits of the Company's consolidated balance sheets as of June 30, 2004 and
2003, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended. Additionally, the Company's
consolidated financial statements as of and for the fiscal years ended June 30,
2005 and June 30, 2006, have not been audited.
In connection with the Company's two most recently completed fiscal
year audits (2002 and 2001) and any subsequent interim period preceding the
dismissal of Tanner, there were no disagreements with Tanner on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Tanner, would have caused Tanner to make reference to the subject matter of the
disagreement in connection with its reports.
There were no reportable events (as defined in Regulation S-B Item
304(a)(1)(iv)) during the years ended June 30, 2002 and 2001, or the subsequent
interim period preceding the dismissal of Tanner, except that Tanner orally
reported to the board of directors and management that due to the Company's
limited resources and staffing levels, it had identified deficiencies that
existed in the design and operation of the Company's internal control over
financial reporting that Tanner considered to be "significant deficiencies" and
"material weaknesses." These significant deficiencies and material weaknesses in
the Company's internal control related to the lack of segregation of duties in
the accounting function and the lack of internal controls over financial
reporting due to the Company's current staffing levels and limited resources.
Tanner informed the board of directors and management that the lack of these
internal controls could lead to the Company not being in a position to develop
reliable financial statements. These observations were not formalized in writing
to the board of directors and management as the audit work was not complete and,
therefore, the report also may not be complete. The Company has authorized
Tanner to respond fully to any inquiries by Whitley Penn LLP, the successor
auditor, regarding these significant deficiencies and material weaknesses in
internal control.
On October 19, 2006, the board of directors of the Company approved the
engagement of Whitley Penn LLP ("Whitley Penn"), placeCityFort Worth,
StateTexas, as the Company's independent registered public accounting firm to
report on the Company's consolidated financial statements for the fiscal years
ended June 30, 2005 and June 30, 2006.
No consultations occurred between the Company and Whitley Penn during
the two most recent fiscal years and any subsequent interim period prior to
Whitley Penn's appointment regarding either (i) the application of accounting
principles to a specific completed or contemplated transaction or the type of
audit opinion that might be rendered on the Company's financial statements, or
(ii) any matter that was the subject of disagreement or event requiring
disclosure under Item 304(a)(1)(iv) of Regulation S-B.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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The following is filed as an exhibit to this report:
Exhibit
Number Title of Document Location
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Item 16 Letter on Change in Certifying Accountant
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16.01 Letter from Tanner LC to the Securities and
Exchange Commission regarding This filing; change
in certifying accountant dated October 25, 2006
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SIGNATURES
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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.
MID-POWER SERVICE CORPORATION
Dated: October 25, 2006 By: /s/ James W. Scott
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James W. Scott
President and Chief Executive Officer
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