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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A (No. 1)
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 24, 2011
GREEN ST. ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 00-19944 36-3809819
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
123 Green St., Tehachapi, CA 93561
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 556-9688
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))
ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANTS.
(1) On January 24, 2011, the Company's independent registered public accounting
firm MSPC Certified Public Accountants and Advisors P.C. ("MSPC") resigned and
advised the Securities and Exchange Commission ("Commission") that the
client-auditor relationship with the Company had ceased as of that date. The
decision to change accountants was not recommended or approved by the Board of
Directors, and the Company does not presently have an audit committee.
MSPC had previously been retained as the Company's independent registered public
accounting firm effective May 19, 2009. Since retaining MSPC, the Company has
not filed an Annual Report on Form 10-K and as such MSPC has not issued any
audit report on the Company's consolidated financial statements.
During the period that MSPC served as independent registered public accounting
firm, there were no disagreements with the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused MSPC to make reference to the subject matter of the disagreement.
Additionally, through the date the client-auditor relationship ceased, there
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided MSPC a copy of the disclosures contained herein prior
to the filing of this current report and have requested that MSPC issue a letter
addressed to the Commission containing any new information, clarification of the
Company's expression of its views, or the respects in which it does not agree
with the statements made by the Company herein. MSPC has agreed with the
disclosures contained in this Form 8-K/A and a copy of the letter issued to the
Commission is included as Exhibit 16.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
16.1 MSPC Certified Public Accountants and Advisors P.C. Letter
dated February 24, 2011 addressed to the Commission regarding
agreement with 8-K.
SIGNATURES
Pursuant to the requirement 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.
By /s/ Anthony J. Cataldo
Anthony J. Cataldo
Chief Executive Officer
Dated: February 24, 2011
