UNITED
STATES
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): April 5, 2010 (March 31,
2010)
Lone
Pine Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
000-25909 |
86-0931332 |
| (State or Other
Jurisdiction of Inc.) |
(Commission File
No.) |
(I.R.S. Employer
I.D. No.) |
c/o
Sanders Ortoli Vaughn-Flam Rosenstadt
501
Madison Avenue, 14th
Floor
New
York, NY 10022
(Address
of principal executive offices)
212-588-0022
(Registrant’s
telephone number, including area code)
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))
|
Item
4.01
|
Changes
in Registrant’s Certifying
Accountant.
|
(a)
Dismissal of Previous Independent Registered Public Accounting
Firm.
i. On
March 31, 2010, Meyler & Company, LLC (“Meyler”) was dismissed as our
independent registered public accounting firm. The Board of Directors of the
Company approved such dismissal on March 31, 2010.
ii.
Meyler’s reports on the financial statements of the Company for the years ended
December 31, 2008 and 2007 did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except for a qualification expressing uncertainty about
the Company’s ability to continue as a going concern.
iii.
During the years ended December 31, 2008 and 2007 and through March 31, 2010,
there were no disagreements on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with Meyler’s opinion to the subject matter of the
disagreement.
iv. During
the years ended December 31, 2008 and 2007 and through March 31, 2010, there
have been no reportable events with the Company as set forth in Item
304(a)(1)(v) of Regulation S-K.
v. The
Company provided Meyler with a copy of this Current Report on Form 8-K and
requested that Meyler furnished it with a letter addressed to the Securities and
Exchange Commission (“SEC”) stating whether or not they agree with the above
statements. The Company has received the requested letter from Meyler, and a
copy of such letter is filed as Exhibit 16.1 to this Current Report Form
8-K.
(b) Engagement
of New Independent Registered Public Accounting Firm.
i. On
March 31, 2010, the Board appointed Friedman LLP (“Friedman”) as the Company’s
new independent registered public accounting firm. The decision to engage
Friedman was approved by the Company’s Board of Directors on March 31,
2010.
ii. Prior
to March 31, 2010, the Company did not consult with Friedman regarding (1) the
application of accounting principles to a specified transactions, (2) the type
of audit opinion that might be rendered on the Company’s financial statements,
(3) written or oral advice was provided that would be an important factor
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issues, or (4) any matter that was the subject of a
disagreement between the Company and its predecessor auditor as described in
Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K.
|
Item
9.01
|
Financial
Statement and Exhibits
|
|
Exhibit
16.1
|
Letter
from Meyler to the SEC dated March 31, 2010
|
|
|
|
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.
Lone
Pine Holdings, Inc.
Date: March
31, 2010
By: /s/ William S.
Rosenstadt
Name: William
S. Rosenstadt
Title: Chief
Executive Officer