UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 12, 2009
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Innocent, 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)
333-150061 98-0585268
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(Commission File Number) (IRS Employer Identification No.)
2000 NE 22nd St.
Wilton Manors, FL 33305
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(Address of principal executive offices)
(828) 489-9408
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(Registrant's telephone number, including area code)
755 Baywood Drive, Second Floor
Petaluma, CA 94954
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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 (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))
1
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 12, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 12, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended December 31,
2008 a going concern qualification in the registrant's audited financial
statements.
The PCAOB revoked the registration of Moore and Associates, Chartered on August
27, 2009 because of violation of PCAOB rules and auditing standards in auditing
financial statements, PCAOB rules and quality control standards, and Section
10(b) of the Securities Exchange Act of 1934 and Rule 10-5 thereunder, and
noncooperation with a Board investigation.
During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.
The registrant has requested that Moore and Associates, Chartered furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. On September 3, 2009, Moore and
Associates informed the registrant that, upon the advice of counsel, Moore and
Associates would not be providing a letter in connection with this Current
Report.
On August 12, 2009 upon the dismissal of Moore & Associates Chartered
independent registered public account firm the registrant entered into a verbal
agreement and filed the 8K reference engagement of Seal and Beers, CPAs. This
verbal engagement never reached a formal written engagement agreement. On
December 8, 2009, the registrant notified Seal and Beers, CPAs that the company
would not enter into an engagement agreement and Seal and Beers, CPAs agreed.
On December 9, 2009, the Board of Directors of the Registrant engaged Eddy Chin
Chartered Accountant, registered with the PCAOB under his full name Eddy Siat
Leong Chin, as its independent accountant. During the two most recent fiscal
years and the interim periods preceding the engagement, the registrant has not
consulted Eddy Chin Chartered Accountant regarding any of the matters set forth
in Item 304(a)(2) of Regulation S-K.
ITEM 5.02 ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
APPOINTMENT OF DIRECTORS & OFFICERS
On December 21, 2009, a majority of the shareholders of the company appointed
the following Director to the Company, effective
as of equal date.
ENRIQUE J. L'PEZ de MESA is a 45 year old financial professional with extensive
natural resource, capital market and transaction experience. Enrique is a
partner of Protea Inc a team with international experience in capital markets,
finance and accounting, and executives which partner with prospectors, technical
professionals, operators, scientist, academics, and inventors to bring together
management team to equip public companies. Enrique is and has served
Directorships in such companies as Public: Petrolympic Ltd. (PCQ - TSXV), Veraz
Petroleum Ltd. (VRAZ - CNQ/IPOing to TSX), Planktos Corp.( PKLT - Pink Sheets
LLC ).Private: Alpaca Resources Inc., Southern Oregon Gold Corp., Protea Inc.
Enrique is a graduate from McGill University in Montreal with a degree in
Economics and University of Toronto Masters of Business Administration. Enrique
has extensive experience such as Vice President of Kingsway Capital of Canada
Inc.; Corporate Finance - Director Pricewaterhouse Coopers Securities Inc.; and
Senior Corporate Finance of Northern Securities Inc., to name a few.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
No. Exhibits
16.1 Letter from Moore and Associates, Chartered, dated August 12, 2009, to the
Securities and Exchange Commission regarding statements included in this Form
8-K. (1)
(1) Previously included as an Exhibit to the Current Report filed August 11,
2009.
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.
Innocent, Inc.
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(Registrant)
/s/ Wayne Doss
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Wayne Doss
President, Chief Executive
Officer, and Director
Dated: December 22, 2009
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