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): July 6, 2007
Gemco Minerals, Inc.
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(Exact name of issuer as specified in its charter)
Florida 000-51523 65-10011685
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Identification Number) Incorporation or
organization)
#203 - 20189 56th Ave Langley, B.C., V3A 3Y6
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(Address of principal executive ofices and zip code)
1-866-848-2940
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(Registrant's telephone number, including area code)
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 the Registrant's Certifying Accountant
On July 6, 2007, the Audit Committee of the Company's Board of Directors (the
"Audit Committee") accepted the resignation of Manning Elliott LLP (Manning
Elliott) as the Company's independent registered public accounting firm. On that
same date, the Audit Committee engaged Moore & Associates, Chartered (Moore &
Associates) to serve as the independent registered public accounting firm to
audit the Company's consolidated financial statements and to serve as the
Company's independent registered public accounting firm for the fiscal year
ended May 31, 2007.
For the period from September 26, 2006 (date of appointment of Manning Elliott)
to July 6, 2007, there were no (1) disagreements with Manning Elliott on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, or (2) reportable events described under Item
304(a)(1)(iv)(B) of Regulation SB. A letter from Manning Elliott, LLP is
attached hereto as Exhibit 16.1, indicating its agreement with the statements
herein.
During the previous two fiscal years and the subsequent interim period ended
July 6, 2007, the Company did not consult with Moore & Associates regarding any
of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-B.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are filed with this report:
Exhibit Number Description
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16.1 Letter from Manning Elliott, LLP dated July 6, 2007.
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, thereunto duly authorized, in the City Vancouver, on the 6th day of
July 2007.
GEMCO MINERALS, INC.
By: /s/ Dorlyn R Evancic
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Dorlyn R. Evancic
Director and
Chief Financial Officer
Exhibit Index
Exhibit Number Description
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16.1 Letter from Manning Elliott, LLP dated July 6, 2007.