UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
August 3, 2009
------------------
Fresh Harvest Products, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-24189 33-1130446
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
280 Madison Ave. Suite 1005, New York, NY 10016
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
917-652-8030
----------------------------------------------------
(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 REGISTRANT'S CERTIFYING ACCOUNTANT.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Resignation of independent registered public accounting firm
In connection with the reorganization at Moore & Associates Chartered (the
"Former Auditors"), certain of its audit partners resigned and others formed
a new accounting firm called Seale and Beers, CPAs. As a result, the Former
Auditors resigned as the independent auditors of Fresh Harvest Products, Inc.
(the "Company") effective August 3, 2009. The Former Auditors had been the
Company's auditor since February 21, 2006.
The Audit Committee of the Company's Board of Directors approved the
resignation of the Former Auditors.
The Former Auditors' audit report on the Company's financial statements for
each of the past three fiscal years did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the former Auditors' report
on the Company's financial statements for each of the past two fiscal years
included an explanatory paragraph describing the uncertainty as to the
Company's ability to continue as a going concern.
During the fiscal years ended October 31, 2006, 2007 and 2008 and through
August 3, 2009, there were no disagreements between the Company and the
former Auditors on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the Former Auditors,
would have caused the Former Auditors to make reference to the subject matter
of the disagreement in connection with its reports on the financial
statements for such years; and (b) no reportable events as set forth in
Item 304(a)(1)(v) of Regulation S-K have occurred.
The Company provided the Former Auditors with a copy of the disclosures it is
making in response to Item 304(a) of Regulation S-K in this Current Report on
Form 8-K prior to its filing with the Securities and Exchange Commission (the
"SEC") and requested that the Former Auditors furnish it with a letter
addressed to the SEC stating whether the Former Auditors agree with the above
statements, and if not, stating the respects in which it does not agree. A
copy of such letter, dated August 3, 2009, is filed as Exhibit 16.1 hereto.
(b) Engagement of new independent registered public accounting firm.
Effective August 3, 2009, the Audit Committee of the Company's Board of
Directors appointed Seale and Beers, CPAs (the "New Auditors") as the
Company's new independent auditors.
During the fiscal years ended October 31, 2006, 2007 and 2008 and through
August 3, 2009, neither the Company nor anyone acting on its behalf consulted
with the New Auditors regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
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 3, 2009, to the Securities and Exchange Commission
regarding statements included in this Form 8-K
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.
Fresh Harvest Products, Inc.
By: /s/ Michael Jordan Friedman
Date: August 3, 2009 --------------------------------------
Michael Jordan Friedman
President, Chief Executive Officer
and Chairman of the Board of
Directors