- Current report filing (8-K)
01 Setembro 2009 - 4:56PM
Edgar (US Regulatory)
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) - August 25, 2009
GLOBAL BEVERAGE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-28027 90-0093439
------ --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
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1606 NW 23rd Ave.
Ft. Lauderdale, FL 33311
(Address of principal executive offices)
(954) 473-0850
Registrant's telephone number
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:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
As used in this report, the terms "we", "us", "our", "our company" or "Global
Beverage" refer to Global Beverage Solutions, Inc., a Nevada corporation.
SECTION 4: FINANCIAL INFORMATION
ITEM 4.01: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective August 25, 2009, the Company's Board of Directors, on the
recommendation of its Audit Committee, terminated the engagement of Lawrence
Scharfman & Co CPA PA, Certified Public Accountants. ("Scharfman") as the
Registrant's independent registered public accounting firm for its fiscal year
ended December 31, 2008 and subsequent periods solely as a result of the
inability of Scharfman to issue the required report and opinions for periodic
reports. Scharfman had been engaged, as of April 9, 2009 (notice for which was
contained in the Current Report under Form 8-K dated as of April 16, 2009).
The Company was advised by the Securities and Exchange Commission that Scharfman
was not registered with the Public Company Accounting Oversight Board (the
"PCAOB") and would not therefore be permitted to issue the reports or opinions
required in the Annual Report under Form 10-K. We are advised and we are
therefore disclosing, in this Item 4.01 that Scharfman's registration was
revoked by the PCAOB. While this situation is not specifically described in the
disclosure requirements under Item 304 of Regulation S-K, we believe it is
material information that should be disclosed.
Scharfman has not yet commenced work with the Company and no reports have been
issued. Consistent with the requirements for disclosures of Item 4.01,
notwithstanding that no reports or opinions were prepared or issued by
Scharfman, the Company states that the reports of Scharfman for the year ended
December 31, 2008, did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles. From the time of engagement through date of termination, being
August 25, 2009, there were no disagreements between Scharfman and the Company
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to Scharfman's satisfaction, would have caused Scharfman to make a reference to
the matter in its reports on the Company's financial statements for that year.
During the year ended December 31, 2008, and through the date of their
resignation, there were no "reportable events" (as defined by Item 304
(a)(1)(v)(A) through (D) of Regulation S-K).
The Company has provided Scharfman with a copy of the disclosures it is making
in response to this Item 4.01. As no reports have been issued, no consent to the
use of reports is required or appropriate. We have requested from Scharfman a
letter addressed to the Securities and Exchange Commission stating whether
Scharfman agrees with the statements above made by the Company in response to
Item 304(a) of Regulation S-K and, if not, stating the respects in which it does
not agree. , A copy of the letter from Scharfman addressed to the SEC indicating
its agreements with the above statements is attached to this Current Report on
Form 8-K as Exhibit 16.1.
2
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired - Not required;
(b) Pro forma financial information - Not required;
(c) Shell Company Transactions - Not required;
(d) Exhibits - EXHIBIT NO. 16.1: Letter, dated August 25, 2009,
from Lawrence Scharfman & Co CPA PA to the Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
GLOBAL BEVERAGE SOLUTIONS, INC.
By /s/ Jerry Pearring
----------------------------
Jerry Pearring,
Chief Executive Officer
Date: August 25, 2009
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
16.1 Letter, dated August 25, 2009, from Lawrence Scharfman & Co CPA PA to
the Securities and Exchange Commission
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