Attached files
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 Earliest Event Reported: March 2, 2011
RED MOUNTAIN RESOURCES, INC.
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(Exact name of Company as specified in its charter)
7609 Ralston Road, Arvada, CO 80002
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(Address of Registrant)
Teaching Time, Inc.
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(Former name or former address, if changed since last report)
Florida 000-164968 27-173948
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
(720) 204-1013
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Company's 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 Company 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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant.
Lake & Associates, CPAs formerly the independent registered public accountant
for Red Mountain Resources, Inc. ("the Company") were dismissed as the Company's
independent registered public accountant on March 4, 2011.
On March 2, 2011, the Board of Directors of the Company approved the engagement
of new auditors, L J Soldinger Associates, LLC of Deer Park, Illinois to be the
Company's independent registered public accountant. No audit committee exists,
other than the members of the Board of Directors.
The action to engage new auditors was approved by the Board of Directors. No
audit committee exists, other than the members of the Board of Directors.
In connection with audit of the period of January 19, 2010 through January 31,
2010 and the subsequent interim period through the date of this Current Report,
no disagreements exist with the former independent registered public accountant
on any matter of accounting principles or practices, financial statement
disclosure, internal control assessment, or auditing scope of procedure, which
disagreements if not resolved to the satisfaction of the former accountant would
have caused them to make reference in connection with their report to the
subject of the disagreement(s).
The Independent Auditor Report by Lake & Associates, CPAs for the period of
January 19, 2010 through January 31, 2010 contained no adverse opinion or
disclaimer of opinion nor was qualified or modified as to uncertainty, audit
scope, or accounting principle other than the following: the report of Lake &
Associates dated February 3, 2010 on our financial statements contained an
explanatory paragraph which noted that there was substantial doubt as to our
ability to continue as a going concern..
The Company has provided Lake & Associates, CPAs with a copy of the above
disclosures and requested that Lake & Associates, CPAs furnish the Company with
a letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statement. A copy of Lake & Associates, CPAs '
letter, dated March 8, 2011 is filed as Exhibit 16.1 to this Current Report on
Form 8-K.
During the recent fiscal year ending January 31, 2011, and through the date of
this Current Report, the Company has not consulted L J Soldinger Associates, LLC
regarding (i) the application of accounting principles to any specified
transaction, either completed or proposed, (ii) the type of audit opinion that
might be rendered on the Company's financial statements, or (iii) any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv))
or a reportable event (as defined in Item 304(a)(1)(v)).
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
16.1 Letter of Change in Certifying Accountant,
dated March 8, 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
RED MOUNTAIN RESOURCES, INC.
By: /s/ Paul Vassilakos
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Paul Vassilakos, President, Chief
Executive Officer, and Interim
Acting Chief Financial Officer
Date: March 8, 2011