U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
FORM
8-K/A
(2nd
Amendment)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 16,
2009
Freedom
Environmental Services, Inc.
(Name
of small business issuer as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
|
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000-53388
(Commission
File Number)
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56-2291458
(I.R.S.
Employer
Identification
No.)
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5036
Dr. Phillips Blvd. #306
Orlando,
Florida 32819
(407)
658-6100
(Issuer’s
telephone number)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2
below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
As used
in this report, the terms "we", “us", “our", “our company" refer to Freedom
Environmental Services, Inc., a Nevada corporation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements
that are predictive in nature, that depend upon or refer to future events or
conditions or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates" and similar expressions are forward-looking
statements. Although we believe that these statements are based upon reasonable
assumptions, including projections of orders, sales, operating margins,
earnings, cash flow, research and development costs, working capital, capital
expenditures and other projections, they are subject to several risks and
uncertainties.
Investors
are cautioned that our forward-looking statements are not guarantees of future
performance and the actual results or developments may differ materially from
the expectations expressed in the forward-looking statements.
As for
the forward-looking statements that relate to future financial results and other
projections, actual results will be different due to the inherent uncertainty of
estimates, forecasts and projections may be better or worse than projected.
Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and the
estimates and assumptions associated with them, after the date of this filing to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K,
or their successors.
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Item 4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
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The Board
of Directors, in reviewing the annual report on Form 10-K/A for the year ended
December 31, 2008 and December 31, 2007, filed on September 9, 2009, determined
that the 10-K/A financial statement for December 31, 2007 should not be relied
upon and have authorized the filing of a Form 10-K/A as soon as possible for the
years ended December 31, 2008 and December 31, 2007 for the following
reason:
Item 4.02
(a)
On
September 8, 2009 our accounting staff presented a Report of Independent
Registered Public Accounting Firm to the Board of Directors from the prior
auditors for the financial statements for the year ended December 31,
2007. Subsequent to the filing, the Board of Directors, on October
5, 2009, learned that the Report of Independent Registered Public Accounting
Firm from the prior auditor was not filed with the approval of the prior
auditors as represented by our accounting staff. The Board of
Directors, on October 5, 2009, discussed the matters disclosed in this filing
pursuant to Item 4.02(a) with the current of Independent Registered Public
Accounting Firm. Consequently, the Board of Directors has determined to withdraw
the filing. The Company has filed, on October 28, 2009, an Amended
Form 10K/A upon the completion of the field work and with the appropriate
consent of the prior auditor for the audit opinion for fiscal year ended
December 31, 2007.
As a
consequence of this filing, our Chief Executive Officer has concluded that our
disclosure controls and procedures may not be effective due to possible material
weakness in our internal controls over financial reporting described above and
other factors related to the Company’s financial reporting processes. The
Company is in the process of evaluating the internal controls and procedures to
ensure that the internal controls and procedures satisfy the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control — Integrated Framework. The Company and its independent
registered public accounting firm identified certain significant internal
control deficiencies that we considered to be, in the aggregate, a material
weakness relative to our financial reporting procedures. The primary concern was
the filing of our Form 10K/A without approval from our prior independent
auditors. Due to the size of our Company and the costs associated to
remediate these issues, we still consider these concerns to be relevant but we
believe that having our current auditor re-audit the fiscal year ended December
31, 2008 and confirming the appropriate consent of the prior auditor for the
audit opinion for fiscal year ended December 31, 2007.will rectify this
deficiency.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
None.
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.
Freedom Environmental
Services, Inc.
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Date:
January 19, 2010
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By: /s/ Michael S. Borish
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Michael
S. Borish
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Chairman,
Chief Executive Officer
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