SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2010
ADD-ON EXCHANGE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-52867 38-3794899
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
475 Park Avenue, 30th Floor New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 818-1385
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 communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.133-4(c))
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 17, 2010, the board of directors of Add-on Exchange, Inc.
("Company") approved the dismissal of Gately & Associates, LLC ("Gately") as the
Company's independent registered public accounting firm. Gately's dismissal was
effective immediately.
During the fiscal years ended September 30, 2009 and 2008, Gately's reports
on the Company's financial statements did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the fiscal years ended September 30, 2009 and 2008, and the
subsequent period through August 17, 2010 (the date of Gately's dismissal), (i)
there were no disagreements between the Company and Gately on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of Gately, would
have caused Gately to make reference to the matter in its reports on the
Company's financial statements; and (ii) there were no reportable events as the
term is described in Item 304(a)(1)(iv) of Regulation S-K.
On August 17, 2010, the Company provided Gately with a copy of the
disclosure it was making in the Form 8-K (that was subsequently filed with the
Commission on September 1, 2010, and which is being amended hereby) in response
to Item 4.01 on Form 8-K, and requested that Gately furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether
Gately agreed with the above statements. The Company was unsuccessful in its
attempt to contact Gately and has not received a response to the Company's
request.
We have made numerous attempts to contact Gately by mail and telephone to
no avail. Therefore, we could not provide Gately with a copy of this amended
Form 8-K.
On January 6, 2011, we received a letter from the Securities and Exchange
Commission advising us that effective October 22, 2010, the Public Company
Accounting Oversight Board ("PCAOB") revoked the registration of Gately and
that, since Gately was no longer registered with the PCAOB, we may not include
Gately's audit reports in our filings with the Commission. The result of this
notification is that our financial statements for the fiscal year ended
September 30, 2009, must be re-audited by an independent public accounting firm
registered with the PCAOB.
As previously reported on our Form 8-K/A filed with the Commission on
September 1, 2010, the Company engaged Marcum LLP ("Marcum") as our independent
registered public accounting firm for the Company's fiscal year ended September
30, 2010. This change in the Company's independent registered public accounting
firm was approved by our board of directors on August 17, 2010.
During the fiscal years ended September 30, 2009 and 2008, and the
subsequent interim period through August 17, 2010, the Company did not consult
with Marcum regarding either (i) the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered to the Company's financial statements or (ii) any matter
that was either the subject of a disagreement or an event identified in response
to Item 304(a)(1)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DATED: January 26, 2011
ADD-ON EXCHANGE, INC.
By: /s/ John Rafuse
---------------------------------
John Rafuse
Chief Executive Officer
