Attached files
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| EX-16.1 - First Surgical Partners Inc. | v208228_ex16-1.htm |
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 12, 2011
ARKSON
NUTRACEUTICALS CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52458
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51-0383940
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer Identification Number)
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c/o
First Surgical Partners, L.L.C.
411
First Street
Bellaire,
Texas 77401
(Address
of principal executive offices) (zip code)
713-665-1111
(Registrant's
telephone number, including area code)
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite 206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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 Change in Registrants Certifying Accountant
On
December 31, 2010, we closed a Contribution Agreement with the shareholders
(“First Surgical Texas Shareholders”) of First Surgical Texas Inc., a Nevada
corporation (“First Surgical Texas”), each of which are accredited
investors pursuant to which the First Surgical Texas Shareholders
contributed 100% of the outstanding securities of First Surgical Texas in
exchange for 39,964,346 shares of our common stock (the “First Surgical Texas
Contribution”). Considering that, following the contribution, the First Surgical
Texas Shareholders control the majority of our outstanding common stock and we
effectively succeeded our otherwise minimal operations to those that are theirs,
First Surgical Texas is considered the accounting acquirer in this
reverse-merger transaction. At the time of the First Surgical
Contribution, Kabani & Company, Inc. (the “New Auditor”) was the independent
auditor of record for First Surgical Texas. Accordingly, on December
31, 2010 (the “Engagement Date”), by reason of the First Surgical Texas
Contribution, the New Auditor became the principal independent accountant for
the Company. Therefore, on January 12, 2011, the Board of Directors
of the Company dismissed Stan J.H. Lee, CPA (the “Former Auditor”) from its
position as the principal independent accountant for the Company. On
January 12, 2011 (the “Dismissal Date”), the Company advised the Former Auditor
that it was dismissed as the Company’s independent registered public accounting
firm. The decision to dismiss the Former Auditor as the Company’s
independent registered public accounting firm was approved by the Company’s
Board of Directors on January 10, 2011. Except as noted in the
paragraph immediately below, the reports of the Former Auditor on the Company’s
financial statements for the years ended December 31, 2008 and 2009 did not
contain an adverse opinion or disclaimer of opinion, and such reports were not
qualified or modified as to uncertainty, audit scope, or accounting
principle.
The
reports of the Former Auditor on the Company’s financial statements for the
years ended December 31, 2008 and 2009 contained an explanatory paragraph which
noted that there was substantial doubt as to the Company’s ability to continue
as a going concern as a result of the Company’s results of operations and lack
of liquidity.
During
the years ended December 31, 2008 and 2009 and through the Dismissal Date, the
Company has not had any disagreements with the Former Auditor on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the Former Auditor’s
satisfaction, would have caused them to make reference thereto in their reports
on the Company’s consolidated financial statements for such years.
During
the years ended December 31, 2008 and 2009 and through the Dismissal Date, there
were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has requested that Former Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of this letter is attached as exhibit
16.1.
As
explained above, on the Engagement Date, the New Auditor assumed
the position of the principal independent accountant for the Company.
During the two most recent fiscal years and through the Engagement Date, the
Company has not consulted with the New Auditor regarding either:
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1.
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application
of accounting principles to any specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and neither a written report was provided
to the Company nor oral advice was provided that the New Auditor concluded
was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue;
or
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2.
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any
matter that was either the subject of a disagreement (as defined in
Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or
reportable event (as defined in Regulation S-K, Item
304(a)(1)(v)).
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(d) Exhibits
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Exhibit No.
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Description
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16.1
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Letter
from Stan J.H. Lee, CPA
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2
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ARKSON
NUTRACEUTICALS CORP.
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Dated:
January 14, 2011
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By:
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/s/ Tony
Rotondo
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Name:
Tony Rotondo
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Title:
Chief Executive Officer and President
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