Rockelle Corp. - Current report filing (8-K)
February 26 2008 - 5:23PM
Edgar (US Regulatory)
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 20, 2007
ROCKELLE
CORP.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE
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333-124770
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98-0407800
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
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162
Miller Place Road
Miller
Place, New York 11764
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(631)
244-9841
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME AND ADDRESS)
FORWARD
LOOKING STATEMENTS
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
ITEM 4.01
CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
On
February 20, 2008, Infante and Company (“Infante”) resigned as our independent
registered public accounting firm. We have engaged Berman &
Company, P.A. (“Berman”) as our new independent registered public accounting
firm. Pursuant to Item 304(a) of Regulation S-K under the Securities Act of
1933, as amended, and under the Securities Exchange Act of 1934, as amended, the
Company reports as follows:
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(a)
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(i)
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Infante
resigned as our independent registered public accounting firm effective on
February 20, 2008.
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(ii)
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For
the two most recent fiscal years ended December 31, 2005 and 2006,
Infante’s report on the financial statements did not contain any adverse
opinions or disclaimers of opinion, and were not qualified or modified as
to uncertainty, audit scope, or accounting principles, other than for a
going concern.
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(iii)
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The
resignation of Infante and engagement of Berman was approved by the
Company’s Board of Directors.
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(iv)
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The
Company and Infante did not have any disagreements with regard to any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure for the audited financials for
the fiscal years ended December 31, 2005 and 2006, for the review of the
unaudited financial statements for the quarters ended March 31, 2007, June
30, 2007 and September 30, 2007, and subsequent interim period from
October 1, 2007 through the date of resignation, which disagreements, if
not resolved to the satisfaction of Infante, would have caused it to make
reference to the subject matter of the disagreements in connection with
its reports.
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(v)
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During
our fiscal years ended December 31, 2005 and 2006, for the quarters ended
March 31, 2007, June 30, 2007 and September 30, 2007, and subsequent
interim period from October 1, 2007 through the date of dismissal, we did
not experience any reportable
events.
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(b)
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On
February 26, 2008, we engaged Berman to be our independent registered
public accounting firm.
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(i)
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Prior
to engaging Berman, we had not consulted Berman regarding the
application of accounting principles to a specified transaction, completed
or proposed, the type of audit opinion that might be rendered on our
financial statements or a reportable event, nor did we consult with
Berman regarding any disagreements with our prior auditor 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 the prior auditor, would have caused it to
make a reference to the subject matter of the disagreements in connection
with its reports.
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(ii)
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We
did not have any disagreements with Infante and therefore did not discuss
any past disagreements with
Infante.
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(c)
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The
Registrant has requested Infante to furnish it with a letter addressed to
the SEC stating whether it agrees with the statements made by the
Registrant regarding Infante. Attached hereto as Exhibit 16.1 is a copy of
Infante’s letter to the SEC dated February 25,
2008.
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ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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16.1
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Letter dated
February 25
, 2008 from
Infante and Company
to the United States Securities
and Exchange
Commission.
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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 hereunto
duly authorized.
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Rockelle
Corp.
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By:
/s/
Gerard Stephan
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GERARD
STEPHAN
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CEO
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Dated:
February 26, 2008
Rockelle (CE) (USOTC:RKLC)
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