SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 22, 2011
DIVINE SKIN, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1680 Meridian Avenue, Suite 301
Miami Beach, Florida
(Address of principal executive offices)
(Registrants telephone number, including area code)
(Former name 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:
¨ 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))
CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Previous independent registered public accounting firm
On February 22, 2011 Jewett, Schwartz, Wolfe & Associates (JSW) advised the Company that its audit practice was acquired by RBSM LLP (RBSM), an independent registered public accounting firm. As a result of the acquisition, JSW effectively resigned as the Companys independent registered public accounting firm and RBSM was appointed to serve as the Companys independent registered public accounting firm by the Companys Board of Directors, acting as the Companys Audit Committee.
The reports of JSW on the Companys financial statements for the years ended December 31, 2009 and 2008 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.
During the years ended December 31, 2009 and 2008, and through February 22, 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 JSWs satisfaction, would have caused them to make reference thereto in their reports on the Companys financial statements for such periods.
During the years ended December 31, 2009 and 2008, and through February 22, 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 requested JSW 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 22, 2011 (the Engagement Date), the Company engaged RBSM as its independent registered public accounting firm for the Companys fiscal year ended December 31, 2010. The engagement of RBSM as the Companys independent registered public accounting firm was approved by the Companys Board of Directors, acting as the Companys Audit Committee.
During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either:
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 Companys 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
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).
FINANCIAL STATEMENTS AND EXHIBITS
Description of Exhibit
Letter from Jewett, Schwartz, Wolfe & Associates
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.
DIVINE SKIN, INC.
Dated: February 25, 2011
/s/ Daniel Khesin
Name: Daniel Khesin
Chief Executive Officer and Director