Item
4.01
CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a)
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Dismissal
of Weaver & Martin LLC as Registrant's Principal Independent
Accountants
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(i)
On
March 3, 2008, Genesis Holdings, Inc. (the "Company") elected to dismiss and
terminate its engagement of Weaver & Martin, LLC ("Weaver”) as the principal
independent registered public accounting firm responsible for auditing the
Company's financial statements.
(ii)
Weaver's report on the Company's financial statements for the past two years
ended December 31, 2006 and 2005 did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
(iii)
The
termination, which was effective as of March 3, 2008, was approved by the
Company's Board of Directors.
(iv)
During the Company's two most recent fiscal years ended December 31, 2006 and
2005 and any subsequent interim period for which a review report was provided
preceding the termination of Weaver, the Company did not have any disagreements
with Weaver 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 Weaver, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.
(v)
During the Company's two most recent fiscal years ended December 31, 2006
and 2005 and any subsequent interim period for which a review report was
provided preceding the termination of Weaver, Weaver did not advise the Company
of any of the following:
(1)
That
the internal controls necessary for the Company to develop reliable financial
statements did not exist;
(2)
That
information had come to Weaver's attention that had led it to no longer be
able
to rely on management's representations, or that had made Weaver unwilling
to be
associated with the financial statements prepared by management; or
(3)
That
Weaver needed to expand significantly the scope of its audit, or that
information had come to Weaver'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), and the issue has not been resolved
to
Weaver's satisfaction prior to its termination or (ii) cause it to be unwilling
to rely on management's representations or be associated with the Company's
financial statements, and due to Weaver'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.
There
were no reportable disagreements as described in Item
304(a)(1)(iv) of Regulation S-K or reportable events as described
in Item 304(a)(1)(v) of Regulation S-K.
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(vi)
The Company provided Weaver with a copy of the disclosures set forth
in
this Current Report on Form 8-K Item 4.01, and requested that Weaver
review the disclosures and furnish the Company with a letter addressed
to
the Securities and Exchange Committee stating whether Weaver agrees
with
the statements made by the Company herein. The letter, a copy of
which was
received by the Company from Weaver, in which Weaver states that
it is in
agreement with the statements set forth herein, is attached hereto
as
Exhibit 16.1.
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(b)
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Engagement
of Jewett, Schwarz, Wolfe & Associates as Registrant’s New Principal
Independent Accountants
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With
the
dismissal of Weaver, the Company has engaged Jewett, Schwartz, Wolfe &
Associates ("Jewett") to serve as the principal independent registered public
accounting firm responsible for auditing the Company's financial statements.
The
engagement, which is effective as of March 3, 2008, was approved by the
Company's the Board of Directors. On January 7, 2008 Jewett was engaged by
BioAuthorize, Inc., which is a wholly-owned subsidiary of the Company as a
result of the share exchange effective February 18, 2008 and described on Form
8-K filed by the Company on February 22, 2008.
(i)
Neither the Company nor anyone on behalf of the Company consulted Jewett during
the two most recent fiscal years and any subsequent interim period prior to
engaging Jewett, regarding either: (1) the application of accounting principles
to a specified transaction, either completed or proposed; or (2) the type of
audit opinion that might be rendered on the Company's financial statements.
No
written report or oral advice was provided to the Company that Jewett concluded
was an important factor considered by the Company in reaching a decision as
to
any accounting, auditing or financial reporting issue.
(ii)
No
matter
was either the subject of a disagreement as described in Item
304(a)(iv) of Regulation S-K or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.
(iii)
The
Company provided Jewett with a copy of the disclosures set forth in this Current
Report on Form 8-K Item 4.01, and requested that Jewett review the disclosures,
and if Jewett so desires, furnish the Company with a letter addressed to the
Securities and Exchange Committee containing any new information, clarification
of the Company’s expression of its views, or the respects in which it does not
agree with the statements made in response to this Current Report on Form 8-K
Item 4.01.
Jewett
has not provided any such letter.