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EX-16.1 - RESOURCE HOLDINGS, INC. | v191436_ex16-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
(Amendment
No. 1)
Pursuant
to Section 13 or 5(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): July 14, 2010
RESOURCE
HOLDINGS, INC.
(Exact
name of registrant as specified in Charter)
Nevada
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000-53334
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26-2809162
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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11753
Willard Avenue
Tustin,
CA 92782
(Address
of Principal Executive Offices)
(714)
832-3249
(Issuer
Telephone number)
N/A
(Former
name or former address, if changed since last report)
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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EXPLANATORY NOTE
The purpose of this Amendment No. 1 on
Form 8-K/A to Resource Holdings, Inc’s (formerly SMSA El Paso II Acquisition
Corp.) Current Report on Form 8-K dated July 14, 2010, and filed with
the Securities and Exchange Commission on July 19, 2010 (the “initial filing”),
is solely to amend the initial filing to include additional disclosures
pertaining to when and how Resource Holdings, Inc. was advised that its former
accountant was planning to withdraw its audit opinion for the fiscal
year ended December 31, 2009.
ITEM
4.01
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CHANGES
IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
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On June 15, 2010, Resource Holdings,
Inc. (formerly SMSA El Paso II Acquisition Corp., the “Company”) received
notification from S.W. Hatfield, CPA (“Hatfield”) of its resignation as the
Company’s independent registered public accounting firm. The resignation of
Hatfield was not sought or recommended by the board of directors of the
Company. The Company previously disclosed the resignation of Hatfield
on its Current Report on Form 8-K, filed with the Securities and Exchange
Commission ( the “SEC”) on June 21, 2010
Hatfield’s reports on the Company’s
consolidated financial statements for each of the years ended December 31,
2009 and 2008 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, except that its reports for such years contained going concern
qualifications because the Company had no sustainable operations or assets as of
the date of such reports.
Except as provided in this Current
Report on Form 8-K, during the years ended December 31, 2009 and 2008, and
through June 14, 2010, there were no disagreements between the Company and
Hatfield on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Hatfield’s satisfaction, would have caused Hatfield to make
reference thereto in its reports on the consolidated financial statements of the
Company for such years.
On June 15, 2010, Hatfield advised the
Company that it was resigning because it had submitted a list of comments and
questions to the Company relating to the Company’s interim financial statements
for the quarter ended March 31, 2010 and the draft of the Company’s Form 10-Q
for such period and the Company filed the Form 10-Q prior to the completion of
Hatfield’s review of the financial statements and without providing Hatfield
with the requested information. Management of the Company believes that they
provided substantially all of the information that Hatfield requested and that
it was their understanding that Hatfield’s review of the financial statements
was complete at the time the Form 10-Q was filed. Moreover management believes
that any discrepancies between Hatfield’s comments and the disclosures contained
in the filed Form 10-Q were not material. After receipt of the resignation
letter a member of the board of directors of the Company discussed the
disagreement and the other matters set forth herein with Hatfield and the board
of directors authorized Hatfield to respond fully to the inquiries, if any, of
the Company’s successor accountant, when appointed, concerning the subject
matter of the disagreement.
In addition, on June 28, 2010,
Hatfield, informed management of the Company that an
invoice for approximately $106,000 in legal expenses should have been
accrued by the Company as of the fiscal year ended December 31, 2009 and that
this amount represented a material amount for the Company’s financial statements
at December 31, 2009, and accordingly the Form 10-K filed for those
financial statements is materially deficient. Hatfield
also advised the management of the Company that it was planning to
withdraw its audit opinion, and that the financial statements for fiscal year
ended December 31, 2009 should not be relied upon.
On July
15, 2010, the Company received a letter from the SEC informing it that Hatfield
had in fact withdrawn its audit opinion dated April 7, 2010, regarding the
financial statements of the Company for the fiscal year ended December 31,
2009. The reason provided by Hatfield to the SEC for the withdrawal
of the opinion was that the Company understated certain legal expenses and
accrued liabilities for the fiscal year 2009 and therefore Hatfield claimed that
it could no longer rely on the representations of the Company’s management
and was unwilling to be associated with the financial statements prepared by
management. As noted above, management of the Company has had oral
discussions with Hatfield regarding this matter and upon subsequent internal
review, management has determined that $106,694 of legal expenses had not
been accrued in 2009 as required and should have been allocated to the fourth
quarter of 2009 rather than to the first quarter of
2010. In addition, based upon Hatfield’s prior recommendation, the
Company will also revise the characterization of its current operations in the
financial statements in its Form 10-Q for the fiscal quarter ended
March 31, 2010 to clarify that although the Company is no longer a shell
company, it remains a development stage company with limited operations rather
than a fully functional operating business.
Except as provided in this Current
Report on Form 8-K, no other reportable events described in
Item 304(a)(1)(v) of Regulation S-K occurred during the years ended
December 31, 2009 and 2008, or through June 14, 2010.
On July
14, 2010, the Company engaged Child, Van Wagoner & Bradshaw, PLLC
(“CVW&B”) as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2010 to replace Hatfield. The
engagement of CVW&B was approved by the board of directors of the Company on
July 14, 2010 and is effective as of such date.
As a
result of the resignation of Hatfield and the withdrawal of its audit opinion
with respect to the Company’s 2009 financial statements, CVW&B will review
the Company’s Form 10-Q for the fiscal quarter ended March 31, 2010 filed with
the SEC on May 17, 2010 and the Company’s Form 10-K for the fiscal year ended
December 31, 2009 filed with the SEC on April 12, 2010, and will audit the 2009
financial statements to be included in an amended Form 10-K for
2009.
During the Company’s two most recent
fiscal years, and in the subsequent interim period though July 13, 2010, neither
the Company nor anyone on its behalf consulted with CVW&B 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 Company’s financial statements, and CVW&B 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 either the subject of
a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions, or a reportable event, as defined in Item 304(a)(1)(v) of
Regulation S-K.
ITEM
4.02
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NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR
COMPLETED INTERIM AUDIT REPORT.
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The required disclosures for Item
4.02 are hereby incorporated by references from Item 4.01 of this
Current Report on Form 8-K.
On July
15, 2010, the board of directors of the Company determined that (1) based on the
withdrawal of Hatfield’s audit opinion with respect to the Company’s financial
statements for the year ended December 31, 2009 and the proposed changes to such
financial statements, the financial statements could no longer be relied upon
and (2) based on the proposed changes to the financial statements for the
quarter ended March 31, 2010 such financial statements could no longer be relied
upon. Prior to the filing of this Current Report on Form 8-K, Jeff
Hanks, a member of the board and the Chief Financial Officer of the
Company, discussed the matters required to be disclosed pursuant
to Item 4.02(a) of Form 8-K with CVW&B and the matters required
to be disclosed pursuant to Item 4.02(b) with Hatfield.
The
Company intends to revise its prior financial statements, and file an amended
Annual Report on Form 10-K for the year ended December 31, 2009, and an amended
Quarterly Report on Form 10-Q for the period ended March 31, 2010 to incorporate
the changes discussed in Item 4.01 above as soon as practicable.
The Company has furnished Hatfield with
a copy of the disclosures contained in Items 4.01 and 4.02 of this Current
Report on Form 8-K and requested that Hatfield furnish it with a letter
addressed to the SEC, stating whether it agrees with the statements made by the
Company herein and, if not, stating the respects in which it does not
agree. A copy of the letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
from S.W. Hatfield, CPA to the Securities and Exchange Commission, dated
July 24
2010
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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.
Resource
Holdings, Inc.
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By:
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/s/
Michael Campbell
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Michael
Campbell
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Chief
Executive Officer and President
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Dated: July
26, 2010