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EX-16.1 - TRANSMITTAL LETTER - FactorShares 2X: S&P500 Bull/TBond Beare50652ex16-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 7, 2012

 

FactorShares 2X: S&P500 Bull/TBond Bear
(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

80-0561294

(IRS Employer ID Number)

 

c/o Factor Capital Management, LLC
1 Penn Plaza
New York, New York
(Address of Principal Executive Offices)

 

10119
(Zip Code)

 

001-35087

(Commission File Number)

 

(212) 786-7481

(Registrant’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 registrants 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))

 
 

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) The Board of Managers of Factor Capital Management, LLC, the managing owner (the “Managing Owner”) of FactorShares 2X: S&P500 Bull/TBond Bear (the “Registrant”), dismissed Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm for the Registrant, effective November 7, 2012.

The reports of E&Y on the Registrant’s financial statements as of and for the two most recent fiscal years (ending December 31, 2011 and December 31, 2010) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the Registrant’s two most recent fiscal years (ending December 31, 2011 and December 31, 2010) and during the period from the end of the most recently completed fiscal year through the date of this Form 8-K, there were no disagreements between the Registrant and E&Y 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 E&Y, would have caused it to make a reference to the subject matter thereof in its report on the financial statements of the Registrant for such periods.

During the Registrant’s two most recent fiscal years (ended December 31, 2011 and December 31, 2010) and during the period from the end of the most recently completed fiscal year through the date of this Form 8-K, there were no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)).

The Managing Owner, on behalf of the Registrant, has provided E&Y with a copy of the foregoing disclosures and has requested that E&Y furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Registrant set forth above. A copy of E&Y’s letter dated November 7, 2012 is filed as Exhibit 16.1 to this Form 8-K.

(b) The Board of Managers of the Managing Owner, on behalf of the Registrant, approved the engagement of WithumSmith+Brown, PC as the independent registered public accounting firm for the Registrant, effective November 7, 2012. During the Registrant’s two most recent fiscal years (ended December 31, 2011 and December 31, 2010) and during the period from the end of the most recently completed fiscal year through the date of this Form 8-K, WithumSmith+Brown, PC has not been engaged as either the principal accountant to audit the Registrant’s financial statements or as an independent accountant to audit a significant subsidiary and on whom E&Y was expected to express reliance in its report. In addition, during the Registrant’s two most recent fiscal years (ended December 31, 2011 and December 31, 2010) and during the period from the end of the most recently completed fiscal year through the date of this Form 8-K, neither the Registrant, the Managing Owner, nor anyone on their behalf consulted with WithumSmith+Brown, PC, on behalf of the Registrant, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Registrant’s financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 
 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
   
16.1 Letter dated November 7, 2012 from Ernst & Young LLP to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of this report on Form 8-K.

 
 

SIGNATURES

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.

FactorShares 2X: S&P500 Bull/TBond Bear

By: Factor Capital Management, LLC,
its Managing Owner

 

By: /s/ Samuel Masucci           
Name: Samuel Masucci
Title: Chief Executive Officer

Date: November 13, 2012