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): May 6, 2009
NORTHERN MINERALS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 333-144840 20-8624019
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
167 Caulder Drive
Oakville, Ontario, Canada L6J 4T2
(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (905) 248-3277
(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 communication 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)).
AS USED HEREIN, THE TERMS, "WE," "US," "OUR," AND THE "COMPANY" REFERS TO
NORTHERN MINERALS, INC., A NEVADA CORPORATION, UNLESS OTHERWISE STATED.
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A) RESIGNATION OF LAWRENCE SCHARFMAN, C.P.A.
On May 6, 2009, we received the resignation of our principal independent
accountant, Lawrence Scharfman, C.P.A.
Lawrence Scharfman, C.P.A. has served as our principal independent accountant
from inception (March 5, 2007) and the fiscal year March 31, 2008, inclusive
through May 6, 2009.
The principal independent accountant's report issued by Lawrence Scharfman,
C.P.A. for the year ended March 31, 2008 did not contain any adverse opinion or
disclaimer of opinion and it was not modified as to uncertainty, audit scope, or
accounting principles, other than their opinion, based on our lack of operations
and our net losses, there was substantial doubt about our ability to continue as
a going concern. The financial statements did not include any adjustments that
might have resulted from the outcome of that uncertainty.
We are able to report that during the year ended March 31, 2008 through May 6,
2009 there were no disagreements with Lawrence Scharfman, C.P.A., our former
principal independent accountant, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Lawrence Scharfman, C.P.A.'s satisfaction, would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports on our consolidated financial statements for such
periods. We have requested that Lawrence Scharfman, C.P.A. furnish us with a
letter addressed to the U.S. Securities and Exchange Commission stating whether
or not it disagrees with the above statements. A copy of such letter is filed
herewith as Exhibit 16.1.
(B) ENGAGEMENT OF LARRY O'DONNELL, C.P.A., P.C.
On May 6, 2009, upon authorization and approval of the Company's Board of
Directors, the Company engaged the services of Larry O'Donnell, CPA, P.C. as its
independent registered public accounting firm.
No consultations occurred between the Company and Larry O'Donnell, CPA, P.C.
during the year ended March 31, 2008 and through May 6, 2009 regarding either:
(i) the application of accounting principles to a specific completed or
contemplated transaction, the type of audit opinion that might be rendered on
the Company's financial statements, or other information provided that was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing, or financial reporting issue, or (ii) any matter that was
the subject of disagreement or a reportable event requiring disclosure under
Item 304(a)(1)(iv) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16. Letter from Lawrence Scharfman, C.P.A. to the U.S. Securities and Exchange
Commission
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Northern Minerals, Inc.
Date: June 29, 2009 By: /s/ Damian O'Hara
-------------------------------------
Damian O'Hara, President
3