Dismissal of KBL, LLP as the
Registrant's independent accountants
United
American Corp. (the "Company") elected to dismiss KBL, LLP as the independent
registered public accounting firm responsible for auditing the Company's
financial statements on May 8, 2008.
The
termination, which was effective as of May 8, 2008, was approved by the
Company's Board of Directors.
During
the Company's two most recent fiscal years ended December 31, 2006 and 2005 and
until April 15, 2008, which preceded the termination of KBL, LLP, the Company
did not have any disagreements with KBL, LLP 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 KBL, LLP
would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
During
the Company's two most recent fiscal years ended December 31, 2006 and 2005 and
until May 8, 2008 which preceded the termination of KBL, LLP, KBL, LLP did not
advise the Company of any of the following:
(A) That
the internal controls necessary for the Company to develop reliable financial
statements were not effective;
(B) That
information had come to KBL, LLP’s attention that had led it to no longer be
able to rely on management's representations, or that had made it unwilling to
be associated with the financial statements prepared by management;
(C) (1)
That KBL, LLP needed to expand significantly the scope of its audit, or that
information had come to KBL LLP’s attention that if further investigated may:
(i) materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that would have prevented it from rendering an unqualified audit
report on those financial statements), or (ii) cause it to be unwilling to rely
on management's representations or be associated with the Company's financial
statements, and (2) due to KBL LLP’s resignation (due to audit scope limitations
or otherwise) or dismissal, or for any other reason, the accountant did not so
expand the scope of its audit or conduct such further investigation;
or
(D) (1)
That information has come to KBL LLP’s attention that it had concluded
materially impacted the fairness or reliability of either: (i) a previously
issued audit report or the underlying financial statements, or (ii) the
financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to KBL LLP’s
satisfaction, would prevent it from rendering an unqualified audit report on
those financial statements, except as indicated above), and (2) the issue has
not been resolved to KBL LLP’s satisfaction prior to its
termination.
The
Company provided KBL LLP with a copy of the disclosures set forth in this
Current Report on Form 8-K, and requested that KBL LLP furnish the Company with
a letter addressed to KBL LLP stating whether it agrees with the statements made
by the company herein. The letter received by the Company from KBL LLP, in which
KBL LLP states that it is in agreement with the disclosures set forth herein, is
attached hereto as Exhibit 16.1.
Engagement of Madsen &
Associates CPA’s, Inc.
The
Company has engaged Madsen & Associates CPA’s, Inc. to serve as the
independent registered public accounting firm responsible for auditing the
Company's financial statements on May 8, 2008. The engagement, which is
effective as of May 8, 2008, was approved by the Company's Board of
Directors.
Neither
the Company nor anyone on behalf of the Company consulted Madsen &
Associates CPA’s, Inc. during the two most recent fiscal years and any
subsequent interim period prior to engaging Madsen & Associates CPA’s Inc.
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 the Company's financial statements, and either a written
Madsen & Associates CPA’s Inc. concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement (as defined in paragraph (a)(1)(iv) and the related instructions of
Item 304 of Regulation S-K) or reportable event (as described in paragraph
(a)(1)(v) of Item 304 of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
16.1
Letter from KBL, LLP
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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UNITED
AMERICAN CORP. |
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DATE:
May 8, 2008
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By:
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/s/ Lawry
Trevor-Deutsch |
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Lawry
Trevor-Deutsch
Chief
Executive Officer
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EXHIBIT
INDEX
EXHIBIT DESCRIPTION
16.1
Letter from
KBL LLP
4