- Amended Current report filing (8-K/A)
February 15 2011 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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, 2011
Umami
Sustainable Seafood Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-52401
|
98-0636182
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
of
Incorporation)
|
Number)
|
Identification
Number)
|
1230
Columbia St., Suite 1100
San
Diego, CA 92101
(Address
of principal executive offices) (zip code)
(619)
544-9177
(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 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))
Explanatory
Note
This
amendment to the Current Report on Form 8-K dated January 31, 2011 is being
filed to include a copy of the letter of Umami Sustainable Seafood Inc.'s former
principal accountants to the SEC.
Item
4.01 Changes in Registrant's Certifying Accountant
On
January 31, 2011, Umami Sustainable Seafood Inc., (the "Company") dismissed
Ramirez Jimenez International, formally known as Ramirez International, as its
independent registered public accounting firm and appointed McGladrey &
Pullen LLP as its new independent registered public accounting firm, subject to
final completion of McGladrey & Pullen LLP's client acceptance procedures.
The decision to dismiss Ramirez Jimenez International and to retain McGladrey
& Pullen LLP was approved by the Company's Board of Directors on January 31
2011.
Ramirez
Jimenez International’s report on the Company's consolidated financial
statements for the fiscal years ended June 30
th
, 2010
and 2009 did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles. During the Company's fiscal years ended June 30
th
, 2010 ,
June 30
th
2009
and through January 31, 2011, there were no disagreements with Ramirez Jimenez
International on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Ramirez Jimenez International’s satisfaction, would have caused them to make
reference to the subject matter in connection with their report on the Company's
consolidated financial statements for such period.
During
the Company’s years ended June 30
th
, 2010
and 2009 and through January 31, 2011, there were no “reportable events”
(hereinafter defined) requiring disclosure pursuant to Item 304(a)(1)(v) of
Regulation S-K. As used herein, the term “reportable event” means any
of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation
S-K.
Attached
as Exhibit 16.1 is a copy of Ramirez Jimenez International's letter addressed to
the SEC relating to the statements made by the Company in the Current Report on
Form 8-K dated January 31, 2010 and filed by the Company on February 3,
2011.
During
the Company’s years ended June 30
th
, 2010
and 2009 and through January 31, 2011, neither the Company nor anyone on its
behalf consulted McGladrey & Pullen LLP regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company’s consolidated financial statements, and neither a written report
nor oral advice was provided to the Company that McGladrey & Pullen
LLP 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 either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
Item
9.01 Financial Statements and Exhibits
Exhibits
Exhibit No.
|
|
Description
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16.1
|
|
Letter
of Ramirez Jimenez International to the SEC dated February 3,
2011
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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.
|
UMAMI
SUSTAINABLE SEAFOOD INC.
|
|
|
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February 14,
2011
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By:
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/s/ Daniel
G. Zang
|
|
|
Name:
Daniel G. Zang
Title:
Chief Financial Officer
|
|
|
|
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