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Attachment 1
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): July 30, 2009
Feel
Golf Co., Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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California
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000-26777
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77-0532590
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||
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION
NO.)
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1354-T
Dayton St.
Salinas,
CA 93901
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(831)
422-9300
(ISSUER
TELEPHONE NUMBER)
(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))
ITEM
4.01 CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT.
(a) On
August 7, 2009 Board of Directors of the Registrant received notification that
Moore & Associates Chartered, its independent registered public account firm
has ceased its business operations as of August 7, 2009. On the same
date, August 7, 2009 the accounting firm of Seale and Beers, CPAs was engaged as
the Registrant’s new independent registered public account firm. The Board of
Directors of the Registrant and the Registrant's Audit Committee approved of the
disengagement of Moore & Associates Chartered and the engagement of Seale
and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended December 31,
2008, a going concern qualification in the registrant's audited financial
statements.
During
the registrant's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with Moore and Associates, Chartered
whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial
statements.
The
registrant has requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. The letter is attached as an exhibit to this
Form 8-K.
b) On
August 7, 2009 the registrant engaged Seale and Beers, CPAs as its independent
accountant. During the two most recent fiscal years and the interim periods
preceding the engagement, the registrant has not consulted Seale and Beers, CPAs
regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-B.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On July
30, 2009, the Company disengaged Jim Crane, of J. Crane & Company, as its
Chief Financial Officer due to the relocation of J. Crane
& Company and Mr. Crane to China. As of the date of disengagement
there were no disagreements on any matter of accounting, principles or practices
and all requirements of the engagement contract were satisfied in full by both
parties. The change was necessary due to the fact that J. Crane & Company
could no longer service the needs of the Company as a result of its relocation.
Mr. Lee Miller, CEO, will resume the functions of interim CFO, effective July
30, 2009.
The
Company has engaged J&J Consultants, LLC to perform various accounting and
financial statement preparation functions effective July 30, 2009.
ITEM
7.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
a) Not
Applicable.
b) Not
Applicable.
c) Exhibits
NO. EXHIBITS
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16.1
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Letter
from Moore and Associates, Chartered, dated August 10,2009, to
the Securities and Exchange Commission regarding statements included
in this Form 8-K
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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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Feel
Golf Co., Inc.
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Date: August
10, 2009
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/s/ Lee
Miller
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By:
Lee Miller
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Chief
Executive Officer
Interim
Chief Financial Officer
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