- Current report filing (8-K)
August 27 2010 - 4:02PM
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): August 27, 2010
Umami
Sustainable Seafood Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52401
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98-0636182
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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405
Lexington Avenue
26
th
Floor,
Suite 2640
New York, NY
10174
(Address
of principal executive offices) (zip code)
212-907-6492
(Registrant’s
telephone number, including area code)
Lions Gate Lighting
Corp.
(Former
name or former address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11
th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
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):
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))
Item
4.01 Changes in Registrant's Certifying Accountant.
On August
25, 2010, Umami Sustainable Seafood Inc., formerly Lions Gate Lighting Corp.
(the “Company”) dismissed its auditors, Madsen & Associates, CPA’s Inc. (the
"Former Accountant"). Effective August 26, 2010, the Company engaged
Ramirez International (the "New Accountant"), as its independent certified
public accountant. The Company's decision to dismiss the Former
Accountant and retain the New Accountant was approved by its Board of Directors
on July 29, 2010.
The
Former Accountant’s report on the financial statements for the fiscal years
ended February 29, 2009 and February 28, 2010 was not subject to an adverse or
qualified opinion or a disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles for the fiscal years then
ended, except that the Former Accountant’s report on the financial statements as
of February 29, 2009 and February 28, 2010 contained explanatory language that
substantial doubt existed about the Company’s ability to continue as a going
concern due to the Company’s need for additional working capital for its planned
activity and to service its debt.
During
the two most recent fiscal years and any subsequent interim period there were no
reportable events as the term is described in Item 304(a)(1)(iv) of Regulation
S-K.
During
the two most recent fiscal years and any subsequent interim period there were no
disagreements with the Former Accountant on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved to the satisfaction of the Former Accountant would have
caused it to make reference to the subject matter of the disagreements in
connection with its reports on these financial statements for those
periods.
The
Company did not consult with the New Accountant regarding the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, and no written or oral advice was provided by the New Accountant
that was a factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issues.
The
Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The requested letter is attached as
Exhibit 16.1
to this
Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
Not
applicable..
(b) Pro
forma financial information.
Not
applicable.
Exhibit
Number
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Description
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16.1
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Letter
from Former Accountants dated August 25, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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LIONS GATE
LIGHTING CORP.
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By:
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/s/ Daniel
G. Zang
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Chief
Financial Officer
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