Item
4.01 Changes in Registrant’s Certifying
Accountant
On
January 31, 2008, Polaris Acquisition Corp. (the “Company”) was notified that
the partners of Goldstein Golub Kessler LLP (“GGK”), the Company’s independent
registered public accounting firm, became partners of McGladrey &
Pullen, LLP in a limited asset purchase agreement and that, as a result thereof,
GGK has resigned as independent registered public accounting firm for the
Company. McGladrey & Pullen, LLP was engaged as of January
31, 2008 as the Company’s new independent registered public accounting
firm.
The
audit
reports of GGK on the financial statements of the Company as of December 31,
2007 and January 17, 2008 and the related statements of operations,
stockholders’ equity and cash flows for the period from June 18, 2007
(inception) to December 31, 2007, January 1, 2008 to January 17, 2008 and June
18, 2007 (inception) to January 17, 2008 did not contain an adverse opinion
or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles except that the audit report on the
financial statements as of December 31, 2007 and for the period then ended
included a going concern explanatory paragraph.
The
decision to engage McGladrey & Pullen, LLP was approved by the
Company’s audit committee.
During
the period from June 18, 2007 (inception) to January 17, 2008 and through the
date of this Current Report, the Company did not consult with
McGladrey & Pullen, LLP on (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that may be rendered on the Company’s financial statements, and
McGladrey & Pullen, LLP did not provide either a written report or oral
advice to the Company that McGladrey & Pullen, LLP concluded was an
important factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue; or (ii) any matter that
was the subject of any disagreement, as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions, or a reportable event within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During
the period from June 18, 2007 (inception) to January 17, 2008 and through the
date of this Current Report, there were: (i) no disagreements between the
Company and GGK on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements,
if
not resolved to the satisfaction of GGK, would have caused GGK to make reference
to the subject matter of the disagreement in their reports on the Company’s
financial statements for such years, and (ii) no reportable events within
the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided GGK a copy of the disclosures in this Form 8-K prior
to the filing with the Securities and Exchange Commission (“SEC”) and has
requested that GGK furnish it with a letter addressed to the SEC stating whether
or not GGK agrees with the Company’s statements in this Item 4.01. A copy of the
letter dated January 31, 2008 furnished by GGK in response to that request
is
filed as Exhibit 99.1 to this Form 8-K.