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EX-16.1 - LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - VESTIN FUND III LLC | exhibit16_1.htm |
UNITED
STATES
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): January 1, 2010
VESTIN FUND III,
LLC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-105017
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87-0693972
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6149
SOUTH RAINBOW BOULEVARD
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LAS
VEGAS, NEVADA 89118
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702) 227-0965
N/A
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(Former
name or former address, if changed since last
report)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01: Changes in Registrants Certifying Accountant
Vestin
Fund III, LLC, (the “Company”) was notified that, effective January 1, 2010, a
majority of the partners of Moore Stephens Wurth Frazer and Torbet, LLP
(“MSWFT”) and all of the partners of Frost, PLLC (“Frost”) formed Frazer Frost,
LLP (“Frazer Frost”), a new partnership. Pursuant to the terms of a
combination agreement by and among MSWFT, Frazer Frost and Frost (the
“Combination Agreement”), each of MSWFT and Frost contributed substantially all
of their assets and certain of their liabilities to Frazer Frost, resulting in
Frazer Frost assuming MSWFT’s engagement agreement with the Company and becoming
the Company’s new independent accounting firm. The engagement partner
at MSWFT whom worked on the account of the Company joined Frazer
Frost. The Company’s management has consented to the appointment of
Frazer Frost as the Company’s independent accountants.
The audit
reports of MSWFT on the financial statements of the Company 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 Company’s most two recent fiscal years ended December 31, 2008 and 2007 and
through January 7, 2010, the Company did not consult with Frazer Frost on (i)
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that may be rendered on the
Company’s financial statements, and Frazer Frost did not provide either a
written report or oral advice to the Company that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) any matter that was the subject of any
disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the
related instructions, or a reportable event within the meaning set forth in Item
304(a)(1)(v) of Regulation S-K.
In
connection with the audits of the Company’s financial statements for the fiscal
year ended December 31, 2008 and 2007 and through the date of this Current
Report, there were: (i) no disagreements between the Company and MSWFT on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of MSWFT, would have caused MSWFT to make reference to the subject
matter of the disagreement in their reports on the Company’s financial
statements for such years, and (ii) no reportable events within the meaning set
forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided MSWFT a copy of the disclosures in this Form 8-K and has
requested that MSWFT furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not MSWFT agrees with the Company’s
statements in this Item 4.01(a). A copy of the letter dated January
7, 2010, furnished by MSWFT in response to that request is filed as Exhibit 16.1
to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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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.
VESTIN
FUND III, LLC
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By
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Vestin
Mortgage, Inc., its sole manager
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Date: January
7, 2010
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By
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/s/
Rocio Revollo
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Rocio
Revollo
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Chief
Financial Officer of the Manager
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