Geneva Acquisition Corp - Current report filing (8-K)
06 Febrero 2008 - 8:41AM
Edgar (US Regulatory)
UNITED
STATES
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)
January 31, 2008
Geneva Acquisition Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-33247
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41-2207517
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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400 Crown Colony Drive,
Suite 104, Quincy, Massachusetts
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02169
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number,
including area code
617.933.1700
Not Applicable
(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
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Section 1
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Registrants
Business and Operations
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Item
4.01.
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Changes
to Registrants Certifying Accountant.
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On
January 31, 2008, Geneva Acquisition Corporation, a Delaware corporation
(the Company), was notified that the partners of Goldstein Golub Kessler LLP
(GGK), the Companys independent registered public accounting firm, became
partners of McGladrey & Pullen, LLP (M&P) pursuant to a limited
asset purchase agreement and that, as a result thereof, GGK has resigned as the
independent registered public accounting firm for the Company. On February 4, 2008, M&P was engaged
as the Companys new independent registered public accounting firm, which
engagement had been approved by the audit committee of the Companys board of
directors.
The
audit reports of GGK on the financial statements of the Company at February 16,
2007 and December 31, 2006 and for the periods then ended did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles, except that the audit report
on the December 31, 2006 financial statements included a going concern
explanatory paragraph.
During
the period from June 2, 2006 (inception) through December 31, 2007
(the end of the Companys most recent fiscal year) and through the date of this
Current Report on Form 8-K, there were: (i) no disagreements between
the Company and GGK on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of GGK, would have caused
GGK to make reference to the subject matter of the disagreements in their
reports on the Companys financial statements for such periods and (ii) no
reportable events within the meaning set forth in Item 304(a)(l)(v) of
Regulation S-K.
During
the period from June 2, 2006 (inception) through December 31, 2007 (the
end of the Companys most recent fiscal year) and through the date of this
Current Report on Form 8-K, the Company did not consult with M&P on (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that may be rendered on the
Companys financial statements, and M&P did not provide either a written
report or oral advice to the Company that M&P concluded was an important
factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue or (ii) any matter that was the
subject of any disagreement, as defined in Item 304(a)(l)(iv) of
Regulation S-K and the related instructions, or a reportable event within the
meaning set forth in Item 304(a)(l)(v) of Regulation S-K.
The
Company has provided to GGK a copy of the disclosures in this Current Report on
Form 8-K prior to its filing with the Securities and Exchange Commission
and has requested that GGK furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not GGK agrees with the Companys
statements in this Item 4.01. A copy of
the letter dated February 4, 2008 furnished by GGK in response to
2
that
request and agreeing with the Companys statements herein is filed as Exhibit 99.1
to this Current Report on Form 8-K.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Number
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Description
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99.1
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Letter
addressed to the Securities and Exchange Commission, dated February 4,
2008, indicating GGKs agreement with the statements contained in this
Current Report on Form 8-K.
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3
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.
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GENEVA ACQUISITION CORPORATION
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By:
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/s/ John F. Rousseau, Jr.
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Name:
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John F. Rousseau, Jr
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Title:
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Chief Operating Officer
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Dated: February 5,
2008
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4
EXHIBIT INDEX
Exhibit
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Number
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Description
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99.1
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Letter
addressed to the Securities and Exchange Commission, dated February 4,
2008, indicating GGKs agreement with the statements contained in this
Current Report on Form 8-K.
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5
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