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) February 12, 2009
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SheerVision,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-27629
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23-2426437
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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4030
Palos Verdes Drive N., Suite 104, Rolling Hills, CA
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90274
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant
’
s telephone number, including area code
(310) 265-8918
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___________________________________________________________
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(Former
name or former address, if changed since last
report.)
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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.
Change from Miller, Ellin
& Company, LLP to Rosen Seymour Shapss Martin & Company
LLP
Effective
January 1, 2009, Miller, Ellin & Company, LLP (“
Miller Ellin
”), the
independent accountant of SheerVision, Inc., a Delaware corporation (the “
Registrant
”), and the
principal accountant engaged to audit the Registrant’s financial statements,
consummated a merger (the “
Merger
”) of its practice into
the practice of Rosen Seymour Shapss Martin & Company LLP (“
Rosen Seymour
”), with Rosen
Seymour succeeding to the business and operations of Miller Ellin, subject to
certain conditions and exceptions, as agreed upon by the parties under the terms
of the Merger. Upon consummation of the Merger on January 1, 2009,
Miller Ellin effectively resigned as the Registrant’s independent accountants,
and Rosen Seymour, pursuant to the terms of its agreement with Miller Ellin,
became the Registrant’s new independent accountants and principal accountant to
audit its financial statements, as the successor in interest of Miller
Ellin. The foregoing changes were formally unanimously ratified and
approved by the Audit Committee of the Registrant’s Board of Directors (the
“
Audit
Committee
”).
During
the Registrant’s past two fiscal years, ended August 31, 2007 and August 31,
2008 (together, the “
Fiscal
Years
”), respectively, Miller Ellin was engaged as the Registrant’s
principal accountant to examine the Registrant’s financial statements for such
Fiscal Years. The audit report of Miller Ellin on the Registrant’s
financial statements for each of the Fiscal Years expressed an unqualified
opinion and included an explanatory paragraph relating to the Registrant’s
ability to continue as a going concern due to the Registrant’s accumulated
deficit, recurring losses from operations, negative cash flows from operating
activities, negative working capital and the inability to determine the
successful outcome of future financing activities of the Registrant, which, even
if achieved, could not assure the Registrant would have sufficient funds to
execute its intended business plan or generate positive operating results. Such
audit reports did not contain any other adverse opinion or disclaimer of opinion
or qualification or modification as to uncertainty, audit, scope or accounting
principles.
During
the Fiscal Years and through January 1, 2009 (the “
Subsequent Interim Period
”),
there were no disagreements with Miller Ellin, whether resolved or unresolved to
Miller Ellin’s satisfaction, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Miller Ellin’s satisfaction, would have caused it to
make reference to the subject matter of the disagreement(s) in connection with
its report.
During
the Subsequent Interim Period, no “reportable events” (as described in Item
304(a)(1)(v) of Regulation S-K) occurred that would be required by Item
304(a)(1)(v) to be disclosed in this report.
During
the Fiscal Years and through the date of the Registrant’s engagement of Rosen
Seymour, including the Subsequent Interim Period, neither the Registrant nor
anyone on its behalf consulted Rosen Seymour regarding either (i) the
application of accounting principles to a specific transaction, either completed
or proposed; or the type of audit opinion that might be rendered on the
Registrant’s financial statements, and either a written report was provided to
the Registrant or oral advice was provided that Rosen Seymour concluded was an
important factor considered by the Registrant 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 Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to such item) or “reportable events”
(as described in Item 304(a)(1)(v) of Regulation S-K).
Change from Rosen Seymour
Shapss Martin & Company LLP to
Berman
& Company, P.A.
Effective
March 4, 2009, the Registrant dismissed its independent registered public
accounting firm, Rosen Seymour, the successor to the business and operations of
Miller Ellin as a result of the Merger.
Rosen
Seymour did not conduct any reports on the Registrant’s financial statements
from the date of its engagement on January 1, 2009 through its dismissal on
March 4,
2009, and,
therefore, no report contained an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles.
During
January 1, 2009 through its dismissal on March 4,
2009, there were no
disagreements with Rosen Seymour, whether resolved or unresolved to Rosen
Seymour’s satisfaction, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Rosen Seymour’s satisfaction, would have caused it to make reference
to the subject matter of the disagreement(s) in connection with any future
reports.
With
respect to Rosen Seymour, no “reportable events” (as described in Item
304(a)(1)(v) of Regulation S-K) occurred that would be required by Item
304(a)(1)(v) to be disclosed in this report.
On March
4, 2009, the Registrant engaged
Berman & Company,
P.A.
(“
Berman
”) to act as its
independent registered public accounting firm. The foregoing change
in auditors was formally unanimously ratified and approved by the Audit
Committee of the Registrant’s Board of Directors
During the Fiscal Years of
the Registrant and the period from the end of the most recently completed Fiscal
Year through April 14, 2009, neither the Registrant nor anyone on its behalf
consulted Berman regarding either (i) the application of accounting principles
to a specific transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant’s financial statements, and
either a written report was provided to the Registrant or oral advice was
provided that Berman concluded was an important factor considered by the
Registrant 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 Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to such item) or “reportable events” (as described in Item
304(a)(1)(v) of Regulation S-K).
The
Registrant has requested Miller Ellin and Rosen Seymour to review the
disclosures contained in this report and has asked each of them to furnish it
with a letter addressed to the Commission containing any new information,
clarification of the Registrant’s expression of its views or the respects in
which it does not agree with the statements made by the Registrant in response
to Item 304(a) of Regulation S-K. A copy of each such letter will be filed under
an amended filing to this Current Report on Form 8-K following receipt of each
letter from Miller Ellin and Rosen Seymour.
SIGNATURE
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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SHEERVISION,
INC.
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Dated: April
14, 2009
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By:
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/s/
Patrick Adams
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Name: Patrick
Adams
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Title: Chief
Financial Officer
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