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 Report (Date of earliest event reported): April 30, 2012
HALO COMPANIES, INC.
(Exact name of Company as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-15862 | 13-3018466 | |
| (Commission File Number) | (IRS Employer Identification No.) |
One Allen Center, Suite 500, 700 Central Expressway South, Allen, Texas 75013
(Address of principal executive offices) (Zip Code)
Company’s telephone number, including area code: (214) 644-0065
__________________________
(Former name or former address, 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 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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Item 3.02. Unregistered Sales of Equity Securities.
On April 30, 2012, Halo Companies, Inc. (the “Company”) accepted an initial subscription under a private placement offering of Series E Convertible Preferred Stock at Ten Dollars ($10.00) per share with a conversion rate of Fifty (50) shares of the Company’s Common Stock for One share of the Series E Convertible Preferred Stock. In connection with such subscription, the Company issued to an accredited investor $100,000 worth of Series E Convertible Preferred Stock or 10,000 Shares which is convertible into 500,000 shares of the Company’s Common Stock at the option of the investor or automatically on the 36 month anniversary of the purchase of the Series E Convertible Preferred Shares. This issuance is part of an offering of Series E Convertible Preferred Stock in the aggregate amount of $1,000,000.
The sale of the securities identified above was made pursuant to a privately negotiated transaction that did not involve a public offering of securities and, accordingly, the Company believes that this transaction was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated under the Securities Act. The investor represented that such investor (A) is an “accredited investor” and (B) has such knowledge and experience in financial and business matters that the investor is capable of evaluating the merits and risks of acquiring the Notes, warrants and underlying shares of Company common stock. The investor received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The securities identified above are deemed restricted securities for purposes of the Securities Act.
Item 4.01. Changes in Registrant’s Certifying Accountant
Dismissal of Montgomery, Coscia, Greilich LLP and Appointment of Whitley Penn LLP
Effective April 26, 2012, the Company dismissed Montgomery, Coscia, Greilich LLP. (“MCG”) as the Company’s independent registered public accounting firm and appointed Whitley Penn, LLP (“WP”) as the Company’s independent registered public accounting firm. The Board of Directors of the Company approved the change of independent registered public accounting firms.
MCG’s independent auditor’s report dated March 30, 2012, furnished in connection with the Company’s annual report on Form 10-K for the period ended December 31, 2011, and MCG’s independent auditor’s report dated March 31, 2011, furnished in connection with the Company’s annual report on Form 10-K for the period ended December 31, 2010, did not include an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such independent auditor’s report contained an qualification raising substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s most recent fiscal year and the subsequent interim period prior to the date of this report, there were no disagreements with MCG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MCG, would have caused it to make reference to the matter thereof in connection with its report.
The Company has provided MCG with a copy of this report prior to the filing hereof and has requested that MCG furnish the Company a letter addressed to the Commission stating whether or not MCG agrees with the statements made by the Company in this report.
Prior to the appointment of WP as the Company’s independent registered public accounting firm, neither the Company nor anyone acting on its behalf consulted with WP regarding either (a) 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 financial statements, and neither a written report or oral advice was provided to the Company that WP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (b) any matter that was the subject of a disagreement identified in response to Item 304(a)(1)(iv) of Regulation S-K and the related instructions or an event identified in response to Item 304(a)(1)(v) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 30, 2012
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HALO COMPANIES, INC.
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| By: | /s/ Brandon C. Thompson | |
| Brandon C. Thompson | ||
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Chairman of the Board,
Chief Executive Officer and Director
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