Dalrada Auditor Name Change
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
5, 2007
Dalrada
Financial Corporation
----------------------------------------------------------------------------------------------
(Exact
Name of Registrant as Specified in its Charter)
Delaware
7363
38-3713274
----------------------------------------------------------------------------------------------
(State
or
Other
Jurisdiction
(Commission (IRS
Employer
of
Incorporation)
File Number)
Identification No.)
9449
Balboa Avenue, Suite 211, San Diego,
CA
92123
---------------------------------------------------------------------------------------------
(Address
of Principal Executive Offices) (Zip
Code)
Registrant's
telephone number, including area code:
(858) 427-8700
-----------------------------------------------------------------------------------------------
(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 for 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.
| (1) |
Merger
Involving Independent Accountants
|
(i)
On
January 22, 2006, we were informed by Pohl, McNabola, Berg & Co.,
LLP
(“PMB”), the independent registered public accounting firm for Client
(the
“Company”), as follows:
| (1) |
PMB
has consummated a merger with Helin, Donovan, Trubee &
|
Wilkinson.,
LLP (“HDTW”). HDTW is located in Austin, Texas, and is also registered with the
Public Company Accounting Oversight Board (United States). The name of the
post-merger firm is PMB Helin Donovan, LLP (“PMB+HD”).
| (2) |
We
are required to file this Form 8-K as notification that PMB+HD
|
succeeds
PMB as our independent registered auditor.
| (ii) |
PMB’s
reports on our consolidated financial statements as of and for the
|
year
ended June 30, 2006 and 2005 did not contain an adverse opinion or a disclaimer
of opinion, nor was either such report qualified or modified as to uncertainty,
audit scope or accounting principles.
| (iii) |
Neither
of the reports of PMB on the Company’s financial statements
for
|
the
two
most recent fiscal years contained an adverse opinion or a disclaimer of
opinion, nor was either such report qualified or modified as to uncertainty,
audit scope or accounting principles.
| (1) |
During
the Company’s two most recent fiscal years and
through
|
January
22, 2007, there were no disagreements with PMB 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 PMB,
would have caused them to make reference thereto in their reports on the
financial statements for such years.
| (2) |
During
the Company’s two most recent fiscal years and through
|
January
22, 2007, there have been no reportable events (as defined in Regulation S-B
Item 304(a)(1)(iv)(B)).
| (iv) |
The
Company has requested that PMB furnish it with a letter addressed
|
to
the
Securities and Exchange Commission stating whether or not PMB agrees with the
above statements. A copy of PMB’s letter required by Item 304(a)(3) of
Regulation S-B is filed as Exhibit 16 to this Form 8-K.
(2) During the Company’s two most recent fiscal years and
through January 22, 2007,
neither the Company, nor anyone on its behalf, consulted with HDTW
regarding either 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; or any matter that
was
either a subject of disagreement (as defined in Item 304(a)(1)(iv)(A)
of
Regulation S-B and the related instructions to that Item) or a reportable
event (as described in Item 304(a)(1)(iv)(B) of Regulation S-B).
(3) We have notified the members of our Audit Committee of the
facts set forth in
this
report on Form 8-K, including the appointment of PMB+HD as our
independent registered auditor and no member has disapproved of this
appointment.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
| (a) |
Financial
statements of businesses acquired.
|
None
| (b) |
Pro
forma financial information.
|
None
| (c) |
Shell
company transactions.
|
None
16
Letter
regarding change in certifying accountant.
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 thereunto
duly authorized.
/s/
Brian Bonar
Chairman of the Board of
Directors,
February 5, 2007
Brian
Bonar
Chief Executive Officer, and
(Principal Executive Officer)
/s/
Stanley A. Hirschman
Director
February 5, 2007
Stanley
A. Hirschman
/s/
Paul F. Muscenti
Director
February 5, 2007
Paul
F.
Muscenti
/s/
Jim Ellis
Director February
5, 2007
Jim
Ellis
/s/
Robert T. Baker
Director
February 5, 2007
Robert
T.
Baker
/s/
Richard H. Green
Director
February 5, 2007
Richard
H. Green
/s/
David P. Lieberman
CFO
February 5, 2007
David
P.
Lieberman
EXHIBIT
INDEX
Exhibit
Number
Page
16 Letter
regarding change in certifying
accountant.
4