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
5, 2008
RHAPSODY
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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005-52203
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20-4743916
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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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26000
Commercentre Drive, Lake Forest, CA
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92630
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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 (949)
598-9242
Not
Applicable
(Former
name or former address, if changed since last
report)
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
(a) Dismissal
of Certifying Accountant
On
August
5, 2008, we notified BDO Seidman, LLP (“BDO”), the independent registered public
accounting firm that was engaged as our principal accountant to audit our
financial statements, that we intended to engage new certifying accountants
and
thereby were dismissing BDO.
Our
decision to change accountants was unanimously approved by our board of
directors at the same meeting at which our audit committee was appointed. The
reason for the change was to allow us to engage the firm that has audited the
annual financial statements of Primoris.
The
audit
report dated May 29, 2008 of BDO on our financial statements as of March 31,
2007 and 2008, and for the periods from inception (April 24, 2006) to March
31,
2007, the year ended March 31, 2008 and the period from inception (April
24, 2006) to March 31, 2008, did not contain any adverse opinion or disclaimer
of opinion, nor was it qualified or modified as to uncertainty, audit scope,
or
accounting principles, except that the audit report contained a separate
paragraph stating:
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is required to consummate a business combination by
October 3, 2008. As discussed in Note 8, the Company has entered into a
definitive agreement of merger. The possibility of such business combination
not
being consummated raises substantial doubt about the Company’s ability to
continue as a going concern, and the financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
During
the period from inception (April 24, 2006) to March 31, 2008 and the subsequent
interim period through August 5, 2008, there were no disagreements with BDO
on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which disagreements, if not resolved
to BDO’s satisfaction, would have caused BDO to make reference to the subject
matter of the disagreement in connection with its report. There were no
“reportable events” as defined in Regulation S-K Item 304(a)(1)(v) during the
period from inception (April 24, 2006) to March 31, 2008 and the subsequent
interim period through August 5, 2008.
We
provided BDO with a copy of the disclosures we are making in this Item 4.01(a).
Attached as Exhibit 16.1 to this report is BDO’s letter to the Securities and
Exchange Commission, dated August 6, 2008, regarding these
disclosures.
(b) Engagement
of New Certifying Accountant
On
August
5, 2008, we engaged Moss Adams LLP (“Moss Adams”) as our new independent
auditors. We have not consulted with Moss Adams during the period from inception
(April 24, 2006) to March 31, 2008 and the subsequent interim period through
August 5, 2008 regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on our financial statements, or as to any disagreement or event
as
described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K
under the Securities Act.
Item
5.05. Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics
On
August
5, 2008, our board of directors adopted various non-substantive revisions to
our
code of ethics that applies to our directors, officers and employees as well
as
those of our subsidiaries. A copy of our code of ethics is attached as Exhibit
14.1 to this report.
Item
9.01. Financial
Statements and Exhibits
(a) Financial
Statements of Businesses Acquired
Not
applicable.
(b) Pro
Forma Financial Information
Not
applicable.
(c) Shell
Company Transaction
Not
applicable.
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Exhibit
No.
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Description
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14.1
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Code
of Ethics (*)
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16.1
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Letter
from BDO Seidman, LLP dated August 6, 2008 regarding change in certifying
accountant (*)
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_______________
(*) Filed
herewith.
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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Date:
August 6, 2008
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RHAPSODY
ACQUISITION CORP.
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By:
/s/
John P.
Schauerman
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John
P. Schauerman,
Chief
Financial Officer
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EXHIBIT
ATTACHED TO THIS FORM 8-K
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Exhibit
No.
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Description
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14.1
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Code
of Ethics
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16.1
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Letter
from BDO Seidman, LLP dated August 6, 2008 regarding change in
certifying
accountant
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