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 20, 2011
Scorpion Performance, Inc.
(Exact name of registrant as specified in its charter)
3000 SW 4th Avenue, Fort Lauderdale, Florida 33315
(Address of Principal Executive Offices) (Zip Code)
(Registrants telephone number, including area code)
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):
Item 4.01 Changes in Registrants Certifying Accountant.
Resignation of Previous Independent Registered Public Accounting Firm
On February 20, 2011, Jewett, Schwartz, Wolfe & Associates (JSW) advised Scorpion Performance, 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 Companys independent registered public accounting firm effective February 20, 2011 (the Resignation Date).
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, except that the reports of JSW on the Companys consolidated financial statements as of and for the years ended December 31, 2009 and 2008 contained an explanatory paragraph which noted that there was doubt as to the Companys ability to continue as a going concern due to an accumulated deficit of $11,290,125 at December 31, 2009.
During the years ended December 31, 2009 and 2008, and 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 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 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 requested JSW to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements. JSW has reviewed this disclosure and consented as set forth in the letter attached hereto as Exhibit 16.1.
Engagement of New Independent Registered Public Accounting Firm
On February 22, 2011 (the Engagement Date), the Company engaged RBSM LLP (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 sole director of the Company on February 22, 2011.
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 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 (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) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
(c) Shell Company Transactions.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 25, 2011