Attached files
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 14, 2011
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 January 14, 2011, the board of directors of Add-on Exchange, Inc.
("Company") approved the dismissal of Marcum LLP ("Marcum") as the Company's
independent registered public accounting firm. Marcum's dismissal was effective
immediately.
Marcum had not yet issued a report on the fiscal years ended September 30,
2010 and 2009.
During Marcum's engagement from August 17, 2010, through January 14, 2011
(the date of Marcum's dismissal), (i) there were no disagreements between the
Company and Marcum on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Marcum, would have caused Marcum 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.
As of June 30, 2010, Marcum had advised us that it identified certain
deficiencies in our internal controls over financial reporting that constitute a
"material weakness." The material weakness principally relates to our having
limited segregation of duties within our accounting department and the need for
us to strengthen our expertise with respect to the application of complex
accounting principles involving equity transactions and SEC reporting rules.
These control deficiencies have not resulted in any misstatements in our
financial statements. Management has attempted to remedy these deficiencies by
engaging outside consultants with the appropriate skills to address our ongoing
accounting and finance needs.
On January 26, 2011, the Company provided Marcum with a copy of the
disclosure it was making in this Form 8-K in response to Item 4.01 on Form 8-K,
and requested that Marcum furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether Marcum agreed with the above
statements. A copy of Marcum's letter to the Commission is attached hereto as
Exhibit 16.1
On January 14, 2011, we engaged Sherb & Co. ("Sherb") as our independent
registered public accounting firm for the Company's fiscal years ended September
30, 2010 and 2009. This change in the Company's independent registered public
accounting firm was approved by our board of directors on January 14, 2011.
During the fiscal years ended September 30, 2010 and 2009, and the
subsequent interim period through the date we engaged Sherb, the Company did not
consult with Scherb 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 wither the subject of a disagreement or an event
identified in response to Item 304(a)(1)(iv) of Regulation S-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 &
Associates LLC ("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. Sherb will conduct this audit
for the Company.
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As we must have our financial statements for the fiscal year ended
September 30, 2009 re-audited, we will not be able to file our Form 10-K Annual
Report for the fiscal year ended September 30, 2010, on time. We previously
filed a Form 12b-25 Notice of Late Filing with the Commission on December 29,
2010, indicating that we would file our Form 10-K by January 13, 2011. Due to
the PCAOB's deregistration of Gately and the SEC's letter of January 6, 2011,
advising us that due to Gately's deregistration by the PCAOB, we may not include
Gately's audit reports in our filings with the SEC and 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, we could not meet
that filing deadline and we are no longer current in our filings under the
Securities Exchange Act of 1934. Our management will use its best efforts to
work with Scherb & Co. to complete the re-audit of 2009 and the new audit for
2010, so that we may file our Form 10-K as soon as practicable.
ITEM 9.01 EXHIBITS.
(d) Exhibits
Exhibit No. Description of Exhibit
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16.1 Letter dated January 26, 2011, from Marcum LLP
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
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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16.1 Letter dated January 26, 2011, from Marcum LL
