Brinx Resources Ltd - Current report filing (8-K)
April 25 2008 - 9:15AM
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):
April 21, 2008
BRINX
RESOURCES LTD.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation)
|
333-102441
(Commission
File
Number)
|
98-0388682
(IRS
Employer
Identification
No.)
|
820
Piedra Vista Road NE, Albuquerque, NM 87123
(Address
of principal executive offices)(Zip Code)
(505)
250-9992
Registrant's
telephone number, including area code
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 (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
On April
21, 2008, the registrant dismissed Gordon, Hughes & Banks, LLP ("GHB") as
its independent registered public accounting firm. Also on April 21,
2008, the registrant engaged Chisholm, Bierwolf & Nilson, LLC ("Chisholm")
to serve as the registrant’s independent registered public accounting firm for
fiscal year ending October 31, 2008. The board of directors of the
registrant approved both actions.
The
reports of GHB on the registrant’s consolidated financial statements for the two
most recent fiscal years ended October 31, 2007 and 2006, did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles, except that the audit
reports for both years contained an explanatory paragraph regarding the
registrant’s ability to continue as a going concern.
In
connection with the audit of the registrant’s financial statements for fiscal
year ended October 31, 2007, GHB advised the registrant that based on several
corrections to the registrant’s financial statements and related disclosures
proposed by GHB, there was a material weakness in the registrant’s internal
controls over financial reporting. Additionally, although the
registrant is not required to segregate the principal executive officer and
principal financial officer functions and is not required to have an audit
committee, GHB considered the fact that the registrant’s sole officer serves in
both of these functions and that the registrant does not have an audit committee
as dispositive in providing its advice to the registrant. As a result
of this material weakness in the registrant’s internal controls, the
registrant’s sole officer concluded further that the design and operation of the
registrant’s disclosure controls and procedures were not effective.
During
the fiscal years ended October 31, 2007 and 2006 and through the subsequent
interim period ending April 21, 2008, there were no disagreements with GHB 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 GHB, would have caused GHB to make reference thereto in its
report on the registrant’s financial statements for such
years. Further, except as described above, there were no reportable
events as described in Item 304(a)(1)(v) of Regulation S-K occurring within the
registrant’s two most recent fiscal years and the subsequent interim period
ending April 21, 2008.
The
registrant has requested GHB to furnish it a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of that letter,
dated April 25, 2008, is filed as Exhibit 16.1 to this Form 8-K.
During
the registrant’s fiscal years ended October 31, 2007 and 2006 and through April
21, 2008, the period prior to the engagement of Chisholm, neither the registrant
nor anyone on its behalf consulted Chisholm regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the registrant’s financial
statements. Further, Chisholm has not provided written or oral advice
to the registrant that was an important factor considered by the registrant in
reaching a decision as to any
2
accounting,
auditing or financial reporting issues.
The
registrant has requested that Chisholm review this Current Report on Form 8-K
and provided Chishom with the opportunity to furnish a letter addressed to the
SEC containing any new information, clarification of the registrant’s reviews,
or the respects in which it does not agree with the statements
herein. Chisholm has advised that it has reviewed this Form 8-K and
has no need to submit a letter in accordance with Item 304 of Regulation
S-K.
Item
9.01 Financial
Statements and Exhibits
Exhibits:
|
Regulation
S-K
Number
|
Document
|
|
|
|
|
16.1
|
Letter
from Gordon, Hughes & Banks, LLP dated April 25,
2008
|
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.
|
|
BRINX RESOURCES
LTD.
|
|
|
|
|
|
|
|
April
24, 2008
|
By:
|
/s/ Leroy
Halterman
|
|
|
|
|
Leroy Halterman, President
|
|
|
|
|
|
|
4
EXHIBIT
INDEX
Exhibits:
|
Regulation
S-K
Number
|
Document
|
|
|
|
|
16.1
|
Letter
from Gordon, Hughes & Banks, LLP dated April 25,
2008
|
5
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