Form 8-K/A for QUEST MINERALS & MINING CORP
24-Feb-2009
Changes in Registrant's Certifying Accountant, Financial Statement
Item 4.01 Changes in Registrant's Certifying Accountant.
Previous independent registered public accounting firm
On February 13, 2009, we dismissed Kempisty & Company as our independent accountants, and we have engaged RBSM, LLP as our independent registered public accounting firm.
The reports of Kempisty & Company on our financial statements for the fiscal years ended December 31, 2006 and 2007 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that the accountant's reports of Kempisty & Company on our financial statements as of and for the fiscal years ended December 31, 2006 and 2007 stated that (a) we are a defendant in several lawsuits, one of our significant subsidiaries is in bankruptcy, and that an adverse ruling could result in the loss of our operating assets, and (b) we have incurred operating losses since inception, require additional capital to continue operations, we could lose all of our operating assets through current and/or pending litigation, and that conditions raise substantial doubt about our Company's ability to continue as a going concern.
The decision to change accountants from Kempisty & Company to RBSM, LLP was approved by our board of directors.
During our fiscal years ended December 31, 2006 and 2007 and the subsequent interim period through February 13, 2009, the date of the dismissal of Kempisty & Company, we did not have any disagreement with Kempisty & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
During that time, there were no "reportable events" as set forth in Item 304(a)(1) of Regulation S-K adopted by the Securities and Exchange Commission, except that the accountant's reports of Kempisty & Company on our financial statements as of and for the fiscal years ended December 31, 2006 and 2007 stated that (a) we are a defendant in several lawsuits, one of our significant subsidiaries is in bankruptcy, and that an adverse ruling could result in the loss of our operating assets, and (b) we have incurred operating losses since inception, require additional capital to continue operations, we could lose all of our operating assets through current and/or pending litigation, and that conditions raise substantial doubt about our Company's ability to continue as a going concern.
We have provided Kempisty & Company with a copy of this report prior to its filing with the Commission. Kempisty & Company has provided a letter to us, dated February 23, 2009 and addressed to the Commission, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.
New independent registered public accounting firm
On February 13, 2009 (the "Engagement Date"), the Company engaged RBSM LLP ("RBSM ") as its independent registered public accounting firm for the Company's fiscal year ended December 31, 2008. The decision to engage RBSM as the Company's independent registered public accounting firm was approved by the Company's Board of Directors.
During the two most recent fiscal years and through the February 13, 2009, the Company has not consulted with RBSM regarding either:
1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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16.1 Letter on Change in Certifying Accountant -----------
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
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