SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2012
HPC POS SYSTEM, CORP.
NEVADA 333-149188 26-0857573
(State or other (Commission File No.) (IRS Employer
jurisdiction) incorporation) Identification No.
c/o House of Mohan Corporation
6605 13th Place, N.W., Washington, D.C. 20012
(Address of principal executive officers) (Zip Code)
(Registrants telephone number, including area code)
(Former name or former address, if changes 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(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] 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 8 Other Events Item type 4.01 filing.
HPC POS SYSTEM, CORP (HPC) is submitting a 4.01 filing in response to a
letter received on November 6, 2012, from the Staff Accountant, Division of
Corporation Finance at the U.S. Securities & Exchange Commission. The letter
made reference and comments on HPCs 8K filed on October 19, 2012, which
reported the company independent accountant had resigned.
The letter also directed HPC to provide an amendment in response to the
8-K/A filed on October 19, 2012 in accordance to 304(a) (l) (ii) of Regulation S
K, which requires a statement whether the accountant's reports on the financial
statements for either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles; and a description of the nature of each such
adverse opinion, disclaimer of opinion, modification or qualification.
It is our opinion that there are no concerns on whether disclosure includes any
uncertainty regarding the ability to continue as a going concern in the
accountant's reports for the past two year ending for 10-Ks filed for September
30, 2010 and September 30, 2011.
Attached please see Exhibit 16 letter from the former accountants staffing on
whether the accountant agrees with the statements made in our 8-K filed
on October 19, 2012.
The Independent Accountant did not agree to our statement as filed in HPCs
October 19, 2012 8-K.
In summary, Mr. ONeal quoted; Our resignation was based upon the fact that
Mr. Coles provided us evidence that previous representations made by him were
inaccurate and we determined that we could no longer rely upon his
representation of facts.
The former Independent Account but not cite the financial statements for
either of the past two years contained an adverse or a disclaimer of opinion or
was qualified or modified as to uncertainty for the 10-Ks filed for September
30, 2010 and September 30, 2011.
With respect to the 8-K filed on October 4, 2012 it was filed at the advice
of the outside independent accountant who represented PMB, and had no
accumulative material adverse effect on the financial statements filed as
10-K for September 30, 2010 and September 30, 2011.
Notwithstanding the Accountant's, position was proactive to establish a notice
to the public on pending concerns on the disclosure of new debt transactions
depending from 2009 up to the end of 2011, that HPC must filed an 8-K.
During those two reporting periods, the controlling management was
represented by the following individuals:
Board of Directors:
1. Melvin W. Coles President, CEO, CFO, principal accounting officer
2. Bonnie B. Coles Secretary
3. Deborah D. Colley Treasurer
4. Ricardo H. Richardson Vice President (resigned on March 2, 2011)
1. Gary B. Wolff our outside counsel, (d) JW Financial, LLC is
controlled by J. Scott Watkins. Neither JW Financial, LLC nor Mr. Watkins
is a broker-dealer or an affiliate of a broker-dealer.
2. Edward Heil, who assisted Gary B. Wolff in helping the Company stay current
in its filings.
3. PMB Helin Donovan, LLP, represented by Thomas M. O'Neal, the Auditor
was introduced to HPC by Gray B. Wolff and later appointed by HPC.
The reasons why Mr. Coles did not authorize the filing of the June 30,
2012 10-Q, was based on the premise that two loans made to the HPC were
legitimate promissory notes not assigned correctly in the first quarter 10-Q
ending on December 30, 2011, and repeated as a statement on March, 30, 2012
10-Q, and the necessary adjustments were required for the third quarter 10-Q
for September 30, 2011 to properly report the notes and changes on the
financial and disclosure statements.
With respect to the statement in the Exhibit 16, Letter from the Independent
Accountant, as quoted by Mr. ONeal; On October 6, 2012, Melvin Coles
provided us with copies of three convertible notes payable executed in the name
of the House of Mohan of significant amount. The note in question was the
third Convertible Note presented to determine if there was any ownership
of the debt, which could or should be applied to the financial statements as
adjustment and to disclosure statements.
After the resignation of PMB, the existing management of HPC conducted a
review of the pending debt as requested in a resolution executed by HPC.
The purpose of the review was to establish supporting information on each
note to determine if any or any amounts of the promissory convertible notes
should be assumed by HPC as a payable.
It was discovered that out of the three (3) promissory notes presented, two were
misrepresented in the form of being incorrectly assigned as a notes, but
loan amounts were properly accounted for in the financial statements in the
December 30, 2011 10-Q. The remaining note was not a business transaction
assignable to HPC and not accepted by HPC management.
In support of the finding there were cash deposits using specific dollar
amounts of money acquired by Mr. Coles as loans to House of Mohan
Corporation in care of HPC. The deposits were properly recorded and
accounted for on the Journal Ledger provided to PMB for the l0-Q(s) as
entries from bank statements produced in the first Quarter reporting period
(October 1, 2011 to December 31, 2011).
HPC also believes that the 8-K filed on October 19, 2012, reflects the position
of PMBs discontent and disinterest in continuing as the company's independent
accounting firm because of an apparent misrepresentation of financial
information provided prior to October 6, 2012, was demonstrated when HPC
requested an accountant file of financial data for QuickBooks used to produce
HPCs financial statement, Mr. O?Neal?s email to Mr. Coles a quest for an
advance payment of ($15,000.00) as a requirement to provide the data file,
knowing that HPC had funding issues at that time making the request not
Therefore, we reserve the opinion that the only revisions accordingly required
as an amendment to the 8-K filed on October 19, 2012, is to add Exhibit 16, as
the letter from the former accountants as stated above whether the accountant
agreed with the statements made as an amendment to 8-Ks filed regarding
PMB's resignation and that there are no notations provided in the Accountant
letter indicating any misrepresentation existing on financial statements
for the previous two years of 10-Ks filed for September 30, 2010 and September
30, 2011, reporting periods.
For the reporting period of September 30, 2010 and 2011, regarding 10-K filed
the auditing practices and method whereby the outside independent accounting
firm PMB obtain financial information from the company, was considered to be
adequate for internal practice to create unaudited financial statements. There
are no concerns and/or disagreement with the accuracy with prior 10-K filings.
HPC has implement changes in our internal accounting procedures based on
the prevailing changes in consultant services to improved our methods of
supplying internal financial information to third parties, which could cause the
misrepresentation of disbursements or the transposing or incorrect assignment
of transactions to minimalize the errors previously encounter.
The measured implement should help when HPC engages with new outside
consultants representing HPC in presenting financial information and in
the preparation of reporting data from business operations, which could
be interpreted as an adverse material event, if not properly recorded on HPCs
We do agree the disclosures requirement under Item 304(a) (l) (iv) and (v)
of Regulation S -K, disclosure regarding the misrepresentation of
financial information is a reportable event.
Once HPCs internal investigation was completed the potential unrecorded debt
was in our opinion minimized.
The Company?s Independent Accountant could have helped to made the process
easily resolved by working with HPC as a responsible partner to provide
disclosure and transparency to the general public in the form of a 10-K. Before
requesting HPC to file the 4.01 8 K, PMB should had conducted a review of the
information provided, instant of issuing an ultimatum that HPC file an 8-K
acknowledging a misrepresentation of financial information, which precipitated
the initiative for PMB to justify their resignation and forcing HPC into filing
the 8-K as a 4.01, Changes in Registrants Certifying Accounting firm for HPC.
HPC is in engaged in negotiations with a new independent accountant which we
believe will be appointed within the next 10 business days from the date of this
8-K/A filing to provide the resources to submit a 10-K in order to maintain
it current reporting status, and support the delivery of the audited financial
statements as required for the year-end fourth quarter reports due on or before
December 29, 2012 as required.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
November 13, 2012
HPC POS SYSTEM, CORP.
/s/ Melvin W. Coles
By: MELVIN W. COLES, PRESIDEN