Current Report Pursuant to Regulation a (1-u)
September 14 2022 - 4:06PM
Edgar (US Regulatory)
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OMB
APPROVAL |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 |
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OMB
Number: 3235-
0722
Expires:
September 30, 2021 Estimated average burden
hours
per response . . . . . . . 5.0 |
FORM
1-U
CURRENT
REPORT PURSUANT TO REGULATION A
Date
of Report (Date of earliest event reported) |
September 8, 2022 |
Gateway
Garage Partners LLC
181
High Street LLC
(Exact
name of issuer as specified in its charter)
Delaware
Maine |
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85-1031420
26-2224584 |
State
or other jurisdiction
of
incorporation or organization |
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(I.R.S.
Employer
Identification
No.) |
134
N. 4th Street, Suite 2007, Brooklyn, New York 11249
(Full
mailing address of principal executive offices)
(813)
438-6542
(Issuer’s
telephone number, including area code)
Title
of each class of securities issued pursuant to Regulation A: |
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Units
of LLC Interest |
Item
4. Changes in Issuer’s Certifying Accountant
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(a) |
On
May 12, 2022, NOYACK Medical Partners LLC, the manager (the “Manager”) of both Gateway Garage Partners LLC (the
“Company”) and 181 High Street LLC (“OpCo”), received formal notice that Baker Tilly US, LLP, the independent
auditors for the Company and OpCo (“Baker Tilly”), had elected not to stand for reappointment as auditor for the Company
and OpCo. On September 8, 2022, the Manager elected to accept the resignation. |
Baker
Tilly audited the financial statements of (1) the Company for the year ended December 31, 2021 and for the period from May 21, 2020 to
December 31, 2020 and (2) OpCo for the years ended December 31, 2021 and 2020. The reports of Baker Tilly on such financial
statements, each dated April 26, 2022, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
For
the past two fiscal years and through May 12, 2022, there were (1) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to Baker Tilly’s satisfaction, would have caused Baker Tilly to make reference
in its reports and (2) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
We
have provided Baker Tilly a copy of the disclosure made in response to this Item 4 and have requested that Baker Tilly provide a letter
addressed to the Securities and Exchange Commission confirming their agreement with the disclosure herein. Pursuant to our request, Baker
Tilly has provided the letter attached hereto as Exhibit 99.1.
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(b) |
On
September 8, 2022, CohnReznick LLP (“CohnReznick”) was appointed by the Manager to audit the financial
statements of the Company and OpCo for the fiscal year ending December 31, 2022. During the years ended December 31, 2021 and 2020
and through May 12, 2022, none of the Company, OpCo or anyone on either such entity’s behalf has consulted with CohnReznick
regarding: (1) 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 financial statements of either the Company or OpCo, and neither a written report nor oral advice
was provided to either the Company or OpCo that CohnReznick concluded was an important factor considered by the Company or OpCo in
reaching a decision as to any accounting, auditing or financial reporting issue, (2) any matter that was the subject of a disagreement
within the meaning of Item 304(a)(1)(iv) of Regulations S-K and the related instructions or (3) any “reportable events”
within the meaning of Item 304(a)(1)(v) of Regulation S-K. |
The following exhibit is filed herewith:
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
(Exact
name of issuer as specified in its charter) |
Gateway
Garage Partners LLC
181
High Street LLC |
By
(Signature and Title) |
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/s/
Charles J. Follini, President |
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