Attached files

file filename
EX-16.1 - LETTER OF FROST, PLLC DATED JANUARY 7, 2010 - REEVES TELECOM LTD PARTNERSHIPex16_1.htm

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:  January 1, 2010
(Date of earliest event reported)
 
REEVES TELECOM LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
 
South Carolina
000-09305
57-0700063
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

c/o Grace Property Management, Inc.
55 Brookville Road, Glen Head, New York 11545
(Address of Principal Executive Offices)   (Zip Code)
 
Registrant's telephone number, including area code: (516) 686-2201
 
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:
 
G
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

G
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

G
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

G
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.

 
Reeves Telecom Limited Partnership (the “Partnership”) was notified that, effective January 1, 2010, Frost, PLLC (“Frost”), the Partnership’s independent accountant, and the principal accountant who was engaged to audit the Partnership’s financial statements, and certain partners of Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”) formed Frazer Frost, LLP (“Frazer Frost”), a new partnership. Pursuant to the terms of a Combination Agreement by and among Frost, MSWFT and Frazer Frost, each of Frost and MSWFT contributed substantially all of their assets and certain of their liabilities to Frazer Frost, resulting in Frazer Frost assuming Frost’s engagement letter with the Partnership and becoming the Partnership’s new independent accounting firm, and the principal accountant engaged to audit the Partnership’s financial statements, effective January 1, 2010.  As of the date of this Current Report on Form 8-K, Frazer Frost is not registered with the Public Company Accounting Oversight Board (PCAOB), however Frazer Frost has advised the Partnership that such registration is in process.
 
The audit reports of Frost on the financial statements of the Partnership as of and for the years ended December 31, 2008 and December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Partnership’s two most recent fiscal years ended December 31, 2009 and 2008 and through January 1, 2010, the Partnership did not consult with Frazer Frost or MSWFT regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnership’s financial statements, and neither Frazer Frost nor MSWFT provided either a written report or oral advice to the Partnership that such accounting firm concluded was an important factor considered by the Partnership in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
 
During the Partnership’s two most recent fiscal years ended December 31, 2009 and 2008 and through the date of this Current Report on Form 8-K, there were: (i) no disagreements between the Partnership and Frost 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 Frost, would have caused Frost to make reference to the subject matter of the disagreement in connection with its reports, and (ii) no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).
 
Since the Partnership is a limited partnership, it has no officers or directors.  Grace Property Management, Inc., the Partnership’s general partner (the “General Partner”), performs functions generally performed by officers and directors.  The General Partner has no committees, including an audit committee.  The Board of Directors of the General Partner functions in the capacity of an audit committee.  The Board of Directors of the General Partner has approved the change of accountant described in this Current Report on Form 8-K.
 
2

The Partnership has provided Frost a copy of the disclosures in this Current Report on Form 8-K and has requested that Frost furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Frost agrees with the Partnership’s statements in this Item 4.01. A copy of the letter, dated January 7, 2010, furnished by Frost in response to such request is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01.
Financial Statements and Exhibits.

 
(d)
Exhibits.
 
16.1           Letter of Frost, PLLC dated January 7, 2010


 
3

 

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.
 
Date:  January 7, 2010
 
 
REEVES TELECOM LIMITED PARTNERSHIP
 
 
 
By:
Grace Property Management, Inc.,
General Partner
 
 
 
 
By: /s/ Davis P. Stowell
 
    Davis P. Stowell  
   
President of General Partner
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)