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): October 1,
2009
VOLCAN HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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Level
34, 50 Bridge Street
Sydney,
Australia
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +61-2-8216-0777
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(Former
name or former address, if changed since last
report)
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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:
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o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant.
Previous
Independent Registered Public Accounting Firm
On October 1, 2009, our board of
directors approved the dismissal of Nexia Court & Co., Chartered Accountants
(“Nexia”) as our independent registered public accounting firm. We
notified Nexia of this decision on October 1, 2009.
Nexia’s report with respect to our
financial statements for the fiscal year ended June 30, 2008 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the fiscal years ended June 30,
2008 and June 30, 2009 and through October 1, 2009, there have been no
disagreements with Nexia 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 Nexia would have caused
Nexia to make reference thereto in its reports on the financial statements for
such periods.
There have been no reportable events,
as defined by Item 304(a)(1)(v) of Regulation S-K, during the fiscal quarters
ended September 30, 2008, December 31, 2008 and March 31, 2009 and
through October 1, 2009.
We provided Nexia with a copy of the
above disclosure and requested a letter from Nexia stating whether or not Nexia
agrees with this disclosure. A copy of the letter received us is attached hereto
as Exhibit 16.1.
New Independent Registered Public
Accounting Firm
On October 1, 2009, we appointed Li
& Company, PC (“Li”) as our new independent registered public accounting
firm, to perform auditing services commencing with the fiscal year ending June
30, 2009.
During the fiscal years ended June 30,
2008 and June 30, 2009 and through October 1, 2009, neither we nor anyone acting
on our behalf had consulted with Li 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 our financial statements;
or (ii) any matter that was either the subject of a disagreement (as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to that Item) or a reportable event (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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16.1
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Letter
from Nexia Court & Co., Chartered Accountants, dated October 1,
2009.
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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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Company Name
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Dated:
October 1, 2009
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By:
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/s/ Pnina
Feldman
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Name:
Pnina Feldman
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Title:
President and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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16.1
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Letter
from Nexia Court & Co., Chartered Accountants, dated October 1,
2009.
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