[Amend]Current report pursuant to Section 13 or 15(d)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 30, 2011
(Exact name of registrant as specified in its charter)
|(State of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
477 South Rosemary Avenue Suite 202 West Palm Beach, Fl. 33401
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant 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))
FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
This Current Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, demand and acceptance of services, changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
ITEM 4.01 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
On November 30, 2011 MediSwipe, Inc. (the “Company”) auditor, Malcolm Pollard (“Pollard”) withdrew its registration with the Public Company Accounting Oversight Board (“PCOAB”), due to his retirement from his accounting practice.
On March 27, 2012 the Company’s board of directors approved engaged D. Brooks and Associates CPA’s, P.A., (“DBrooks”) as its independent registered public accounting firm to audit its financial statements for the year ended December 31, 2011. The Company does not have an audit committee. From November 30, 2011 to March 27, 2012 Pollard performed no audit or review services for the Company.
During Company's two most recent fiscal years ended December 31, 2010 and 2009, the Company did not consult DBrooks with respect to any of the matters described in Item 304(a)(2) of Regulation S-K.
Pollard’s audit report regarding the Company's financial statements for the fiscal years ended December 31, 2010 and 2009 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to the uncertainty, audit scope or accounting principles, except that its audit reports for such fiscal years contained a going concern qualification.
The Company and Pollard have not, during the fiscal years ended December 31, 2009 and 2010, and through November 30, 2011, had any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to Pollard’s satisfaction, would have caused Pollard to make reference to the subject matter of the disagreement in connection with its reports.
During the fiscal years ended December 31, 2010 and 2009, and through November 30, 2011 Pollard had not advised the Company of any of the enumerated items described in Item 304(a)(1)(v) of Regulation S-K.
The Company has made several attempts to contact and requested that Pollard furnish an exhibit 16 letter addressed to the SEC stating whether or not Pollard agrees with the statements made in this 8-K. Pollard has declined to provide such letter. It is the Company’s position that Pollard has not furnished the requested Exhibit 16 letter due to a dispute in fees and is unrelated to any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The Company has not consulted with DBrooks in regard to 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.
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.
|By:||/s/ B. Michael Friedman|
|Name:||B. Michael Friedman|
|Title:||Chief Executive Officer|
City Place Plaza North, 477 South Rosemary Avenue Suite 203, West Palm Beach, FL. 33401 Ph: 615.252.4099
Filed via Edgar
Mr. Robert S. Littlepage
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: MediSwipe, Inc.
Item 4.01 Form 8-K
Filed April 2, 2012
Item 4.02 8-K/A
Filed July 27, 2012
File No. 001-15673 August 7, 2012
Dear Mr. Littlepage:
This letter is in response to the comments of the Staff of the U.S. Securities and Exchange Commission (the “Commission”) dated July 30, 2012, with respect to the above-referenced filings (the “Comment Letter”). Our responses follow the text of each Staff comment and are reproduced consecutively for your convenience.
1. We note your revised disclosure under Item 4.01 and the filing of your amendment under item 4.02 but did not file the required applicable disclosure under Item 4.02. as stated in our comment 3 of our letter dated July 20, 2012, your former auditor, Malcolm Pollard, is no longer registered with the PCOAB. Since Malcolm Pollard audited a year which you included in your 2011 10-K, you should have your new auditor, D. Brooks and Associates CPA’s P.A., re-audit that year.
Please amend your filing to
|·||Indicate clearly whether you are filing under Item 402 (a) or 402 (b);|
|·||Provide a brief description of the facts underlying your conclusion;|
|·||Disclose when you concluded that your financial statements should no longer be relied on;|
|·||Disclose when you were advised or notified that disclosure should be made or action taken to prevent future reliance on a previously written audit report or completed interim review;|
|·||Identify the financial statements that should no longer be relied upon;|
|·||State whether the board of directors discussed with the independent accountant the matters disclosed in the filing.|
Pursuant to our conversation with Kathryn Jacobsen on Thursday August 2, 2102; please be advised that we are filing Form 8-K/ Amendment No.3. In that amendment we are clearly stating that Mr. Pollard retired from his accounting practice and withdrew his registration with the PCOAB. Subsequently, the Board of Directors engaged D. Brooks and Associates CPA’s, P.A., (“DBrooks”), a PCOAB registered firm as its independent public accounting firm to audit its financial statements for the year ended December 31, 2011.
It should be noted that the Company’s position regarding Mr. Pollard not providing the Exhibit 16 letter is due to a dispute specifically related to fees and is unrelated to any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
Additionally, it appears that the Edgar filing agent, incorrectly submitted Form 8-K/Amendment No. 2 under Item 402. Our Amendment No. 2 was being filed under Item 4.01, amending our previous filing under the same Item.
Accordingly, we are respectfully requesting that due to the fact that Mr. Pollard withdrew his registration from the PCOAB, as he was retiring from his accounting practice, that the Company not be required to re-audit 2010. To the best of our knowledge, Mr. Pollard simply resigning does not effectuate that his financial statements are unreliable. We are unaware of any issues or deficiencies that the PCOAB had with Mr. Pollard. The re-audit of 2010 would be an unnecessary burden on the Company. The Company has confirmed that at least two other reporting companies have moved to engage other PCOAB registered firms as a result of Mr. Pollard’s retirement.
We acknowledge that:
|·||the company is responsible for the adequacy and accuracy of the disclosure in the filing;|
|·||staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and|
|·||the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.|
Should you have any questions or require any further information, please do not hesitate to contact us.
By: /s/ B. Michael Friedman
B. Michael Friedman
Chief Executive Officer