Current Report 8k Sec (Page 14 of 22) in pdf

(2) identiﬁ cation of the ﬁ nancial statements that should no longer be relied upon;

(3) a brief description of the information provided by the accountant; and

(4) a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized

ofﬁ cer or ofﬁ cers, discussed with the independent accountant the matters disclosed in the ﬁ ling pursuant to this Item 4.02(b).

(c) If the registrant receives advisement or notice from its independent accountant requiring disclosure under paragraph (b) of this

Item 4.02, the registrant must:

(1) provide the independent accountant with a copy of the disclosures it is making in response to this Item 4.02 that

the independent accountant shall receive no later than the day that the disclosures are ﬁ led with the Commission;

(2) request the independent accountant to furnish to the registrant as promptly as possible a letter addressed to the

Commission stating whether the independent accountant agrees with the statements made by the registrant in response to this Item 4.02

and, if not, stating the respects in which it does not agree; and

(3) amend the registrant’s previously ﬁ led Form 8-K by ﬁ ling the independent accountant’s letter as an exhibit to the

ﬁ led Form 8-K no later than two business days after the registrant’s receipt of the letter.

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

(a) If, to the knowledge of the registrant’s board of directors, a committee of the board of directors or authorized ofﬁ cer or ofﬁ cers

of the registrant, a change in control of the registrant has occurred, furnish the following information:

(1) the identity of the person(s) who acquired such control;

(2) the date and a description of the transaction(s) which resulted in the change in control;

(3) the basis of the control, including the percentage of voting securities of the registrant now beneﬁ cially owned directly or

indirectly by the person(s) who acquired control;

(4) the amount of the consideration used by such person(s);

(5) the source(s) of funds used by the person(s), unless all or any part of the consideration used is a loan made in the ordinary

course of business by a bank as deﬁ ned by Section 3(a)(6) of the Act, in which case the identity of such bank may be omitted provided

the person who acquired control:

(i) has made a request for conﬁ dentiality pursuant to Section 13(d)(1)(B) of the Act; and

(ii) states in the report that the identity of the bank has been so omitted and ﬁ led separately with the

Commission.

(6) the identity of the person(s) from whom control was assumed;

(7) any arrangements or understandings among members of both the former and new control groups and their associates with

respect to election of directors or other matters; and

(8) if the registrant was a shell company, other than a business combination related shell company, as those terms

are deﬁ ned in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before the change in control, the information

that would be required if the registrant were ﬁ ling a general form for registration of securities on Form 10 under the Exchange Act

reﬂ ecting all classes of the registrant’s securities subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d)

(15 U.S.C. 78o(d)) of such Act upon consummation of the change in control, with such information reﬂ ecting the registrant and its

securities upon consummation of the transaction. Notwithstanding General Instruction B.3. to Form 8-K, if any disclosure required

by this Item 5.01(a)(8) is previously reported, as that term is deﬁ ned in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the

registrant may identify the ﬁ ling in which that disclosure is included instead of including that disclosure in this report.

(b) Furnish the information required by Item 403(c) of Regulation S-K (17 CFR 229.403(c)).

Current Report 8k Sec Page 14