UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): July 30, 2009 (July 15,
2009)
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-26140
|
51-0352879
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
200
Chisholm Place, Suite 120, Plano, Texas 75075
(Address
of principal executive offices)
(Registrant's
telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2 below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Amendment No. 1 to Current Report on Form 8-K amends and restates the
information previously reported in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 22, 2009.
This
Current Report on Form 8-K and other reports filed by the Registrant from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, the Registrant’s management, as well
as estimates and assumptions made by the 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 the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant’s industry, operations and results
of operations and any businesses that may be acquired by the 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.
Item
4.01. Changes in Registrant’s Certifying Accountant
On July
15, 2009, upon approval of its Audit Committee, the Company dismissed
Chisholm, Bierwolf & Nilson, LLC (“CBN”) as the Company’s independent
registered public accounting firm effective as of July 15, 2009.
CBN’s
reports on the Company’s consolidated financial statements as of
December 31, 2008 and 2007 contained an opinion regarding the substantial
doubt about the ability of the Company to continue as a going
concern.
During
the years ended December 31, 2008 and 2007 and through July 15, 2009, there
were no disagreements with CBN on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to CBN’s satisfaction, would have caused CBN to make
reference thereto in its reports on the financial statements for such
years.
During
the years ended December 31, 2008 and 2007 and through July 15, 2009, there have
been no “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K, except for the following material weaknesses in respect of
the year ended December 31, 2007:
Our
management, under the supervision and with the participation of our Chief
Executive Officer and Principal Financial Officer, has evaluated the
effectiveness of our internal controls over financial reporting as of the end of
the period covered by this report based upon the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
As a
result of this evaluation, , we identified a material weakness in our internal
controls over financial reporting relating to the compliance of certain related
party transactions to the Sarbanes-Oxley Act.
A
material weakness is a control deficiency, or a combination of control
deficiencies, that results in a more than remote likelihood that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected. Management has concluded that material weaknesses existed
in the following areas with respect to compliance with Section 402 of the
Sarbanes Oxley Act as of December 31, 2007:
|
|
●
|
On
November 14, 2007, BounceGPS loaned $21,875 to BMSI. Interest accrued at
an annual rate of 10%. David Walters, Chairman, is also the Chairman and
Chief Executive Officer of BMSI and beneficially owns a majority of the
outstanding common stock of BMSI. We received payment in full, including
interest of $729 in March 2008.
|
|
|
●
|
On
December 26, 2007, BounceGPS loaned $22,000 to Monarch Staffing, Inc. and
$25,000 to a subsidiary of Monarch Staffing, Inc. Interest accrued at an
annual rate of 10%. David Walters (our Chairman) is also the Chairman of
Monarch Staffing and beneficially owns 41% of the outstanding common stock
of Monarch Staffing. David Walters (a member of our Board of Directors) is
also a director of Monarch Staffing and beneficially owns 41% of the
outstanding common stock of Monarch Staffing. Keith Moore (a Director) is
also a Director of Monarch Staffing and beneficially owns 41% of the
outstanding common stock of Monarch Staffing. We received payment in full,
including interest of $1,175 in March
2008.
|
None of
the events disclosed above led to a disagreement or difference of opinion
between CBN and the Company.
CBN has
been authorized to fully respond to any inquiries of the Company’s future
independent registered public accounting firm concerning such material
weaknesses.
The
Company has provided a copy of this Current Report on Form 8-K to CBN, and CBN
has furnished a letter addressed to the Securities and Exchange Commission
stating that it agrees with the above statements. CBN’s letter is attached
hereto as Exhibit 16.1.
On July
15, 2009, the Company’s Audit Committee engaged M&K CPAS, PLLC as the
Company’s new independent registered public accounting firm.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits:
|
Exhibit
No.
|
Description
|
|
|
|
|
16.1
|
Letter
furnished to the Company addressed to the Commission stating that CBN
agrees with the statements made by the Company contained in this Form
8-K/A in response to Item 304(a) of Regulation
S-K.
|
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.
|
Date:
July 30, 2009
|
REMOTE
DYNAMICS, INC.
|
|
|
|
|
|
By:
/s/ Gary
Hallgren
|
|
|
Name:
Gary Hallgren
|
|
|
Title:
Chief Executive
Officer
|
Remote Dynamics (CE) (USOTC:RMTD)
Historical Stock Chart
From Nov 2024 to Dec 2024
Remote Dynamics (CE) (USOTC:RMTD)
Historical Stock Chart
From Dec 2023 to Dec 2024
