UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2009
MIDEX GOLD, CORP.
(Exact name of registrant as specified in charter)
Nevada 333-150784 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Kanonyele, Box 55758
Dar es Salaam, Tanzania N/A
(Address of principal executive offices) (Zip Code)
+255 788 364 496
Registrant's telephone number
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))
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A to the Midex Gold Corp. (the "Registrant")
Form 8-K originally filed with the Securities and Exchange Commission on August
12, 2009 (the "Form 8-K") adds additional disclosure obtained subsequent to the
filing of the Form 8-K.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On August 7, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 7, 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 March 31, 2009 a
going concern qualification in the registrant's audited financial statements.
During the Registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore & 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 PCAOB revoked the registration of Moore & Associates Chartered on August 27,
2009 because of violations of PCAOB rules and auditing standards in auditing the
financial statements, PCAOB rules and quality controls standards, and Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
noncooperation with a Board investigation. Further information can be found at:
http://www.pcaobus.org/Enforcement/Disciplinary_Proceedings/
2009/08-27_Moore.pdf.
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. 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. Moore and Associates
did furnish a letter as noted in our previous filing of our Form 8-K, however,
it did not disclose the information that the PCAOB revoked Moore & Associates
registration. Our audited statements reported June 29, 2009 for our March 31,
2009 year end should not be affected.
(b) On August 7, 2009, the Registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the Registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-B.
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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.
MIDEX GOLD, CORP.
Date: November 9, 2009 By: /s/ Morgan Magella
--------------------------------
Morgan Magella, President
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