Attached files

file filename








Amendment No. 1 on




Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (date of earliest event reported): October 12, 2011


AllDigital Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)


Nevada   333-141676   20-5354797

(State or other jurisdiction of

incorporation or organization)



File Number


IRS Employer

Identification Number


2821 McGaw

Irvine, CA



(Address of Principal Executive



(Zip Code) 


(949) 250-7340

Registrant's Telephone Number, Including Area Code:


Aftermarket Enterprises, Inc.

(Former name, former address, and formal fiscal year,

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)






Explanatory Note


AllDigital Holdings, Inc. (the "Company")is filing this Amendment No. 1 on Form 8-K/A in order to restate the Item 4.01 disclosure in the initial Form 8-K in order to clearly include all information required by governing rules.


Item 4.01      Changes In Registrant's Certifying Accountant


(a) On October 12, 2011, AllDigital Holdings, Inc. (the "Company") dismissed Seale and Beers, Certified Public Accounts, LLC ("Seale and Beers"), as its independent registered public account firm. The dismissal of Seale and Beers was approved by the Board of Directors of the Company. None of the reports of Seale and Beers on the Company's financial statements for either of the Company's most recent two fiscal years or any subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.


During the registrant's two most recent fiscal years and any subsequent interim through the date of dismissal (i) there were no disagreements with Seale and Beers whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Seale and Beers' satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements, and (ii) Seale and Beers did not advise the Company that: (A) the internal controls necessary for the Company to develop reliable financial statements do not exist; (B) information has come to the attention of Seale and Beers that led it to no longer be able to rely on management’s representations or that made it unwilling to be associated with the financial statements prepared by management; or (C) the scope of the audit needed to be expanded significantly or that information had come to Seale and Beers' attention that, if further investigated, may materially impact the fairness or reliability of previously issued audit reports or financial statements or that would materially impact the fairness and reliability of future audit reports or financial statements; or that would cause Seale and Beers to be unwilling to rely on management’s representations or be associated with the Company’s financial statements in the future.


The registrant has requested that Seale and Beers furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is furnished with this report as Exhibit 16.1.


b) On September 1, 2011, the Company approved the engagement of Rose, Snyder & Jacobs, a corporation of certified public accountants ("RSJ") as its independent public accounting firm. The engagement of RSJ was approved by the Board of Directors of the Company. During the two most recent fiscal years and the interim period preceding the engagement, neither the Company nor anyone on behalf of the Company has consulted with RSJ regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither written nor oral advice was provided that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.




Item 9.01     Financial Statements and Exhibits


(d)  Exhibits. 


16.1 Letter from Seale and Beers, Certified Public Accountants, LLC dated October 27, 2011 to the Securities and Exchange Commission regarding statements included in this Amendment No. 1 on Form 8-K/A.     






Pursuant to the requirements of the Securities Exchange of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  AllDigital Holdings, Inc.
Date: October 27, 2011 By:   /s/  John Walpuck
  John Walpuck, Chief Operating Officer and
Chief Financial Officer