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EX-16.1 - EX-16.1 - AXION INTERNATIONAL HOLDINGS, INC.v212258_ex16-1.htm
 
UNITED STATES  
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) February 20, 2011
 
AXION INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Colorado
(State or other jurisdiction
of incorporation)
 
0-13111
(Commission File Number)
 
84-0846389
(IRS Employer
Identification No.)
 
180 South Street, Suite 104, New Providence, New Jersey
(Address of principal executive offices)
 
07974
(Zip Code)
 
Registrant’s telephone number, including area code: (908) 542-0888
 
Not Applicable
(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):
 
¨      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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Previous independent registered public accounting firm
 

On February 20, 2011 (the “Resignation Date”), Jewett, Schwartz, Wolfe & Associates ( “JSW”) advised Axion International Holdings, Inc. (the “Company”) that its audit practice was acquired by RBSM LLP (“RBSM”), an independent registered public accounting firm and that, accordingly, JSW was resigning as the Company’s independent registered public accounting firm.  Except as noted in the following paragraph, the reports of JSW on the Company’s financial statements for the years ended September 30, 2010 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 JSW on the Company’s consolidated financial statements as of and for the years ended September 30, 2010 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 due to a deficit in working capital and incurring significant losses.

During the years ended September 30, 2010 and 2009 through February 20, 2011, the Company has not had any disagreements with JSW on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to JSW’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.

During the years ended September 30, 2010 and 2009 through February 20, 2011, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided JSW with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

A copy of the letter from JSW is attached hereto as Exhibit 16.1

New independent registered public accounting firm

 
On February 21, 2011 (the “Engagement Date”), the Company engaged RBSM LLP (“RBSM ”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2010. The decision to engage RBSM as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

 
During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either:

 
 
1.
the 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 RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

 
2.
any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

 
 

 

 
 Item 9.01 Financial Statements and Exhibits
 
(a) Exhibits

 
Exhibit No.
 
Description of Exhibit
16.1
  
Letter from Jewett, Schwartz, Wolfe & Associates

 
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.
 
 
Axion International Holdings, Inc.
 
       
Dated: February 23, 2011
By:
/s/ Steven Silverman
 
   
Name: Steven Silverman
 
   
Chief Executive Officer