UNITED
STATES
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
January
7, 2010
Date
of Report (Date of earliest event reported)
NATURAL
BLUE RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-128060
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13-3134389
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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146
West Plant Street, Suite 300
Winter
Garden, Florida 34787
(Address
of principal executive office, including zip code)
(866)
739-3945
(Registrant’s
telephone number, including area code)
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:
r
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
r
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Natural
Blue Resources, Inc.
Form
8-K
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
January 20, 2010, Natural Blue Resources, Inc., a Delaware corporation (“we” or
the “Company”) dismissed Child, Van Wagoner & Bradshaw PLLC (“Child”) as our
principal independent accountant, and on January 26, 2010 we engaged Cross,
Fernandez & Riley, LLP (“CFR”) as our principal independent accountant to
audit our consolidated financial statements.
The
decision to dismiss Child was approved by our Board of
Directors. Child’s report on our financial statements dated April 13,
2009 for the two fiscal years ended December 31, 2008 and 2007 did not contain
an adverse opinion or a disclaimer of opinion, or qualification or modification
as to uncertainty, audit scope, or accounting principles, except that Child’s
report contained an explanatory paragraph in respect to the substantial doubt as
to our ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended December 31, 2009 and 2008 and
in the subsequent interim period through the date of dismissal on January 20,
2010, there were no disagreements, resolved or not, with Child on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Child, would have caused them to make reference to the subject matter of the
disagreements in connection with their report on the financial statements for
such years.
During
the Company’s two most recent fiscal years ended December 31, 2009 and 2008 and
in the subsequent interim period through the date of dismissal of Child on
January 20, 2010, there were no reportable events as described in Item
304(a)(1)(v) of Regulation S-K.
We
provided Child with a copy of this Current Report on Form 8-K prior to its
filing with the Securities and Exchange Commission (the “SEC”) and requested
that Child furnish us with a letter addressed to the SEC stating whether it
agrees with the statements made in this Current Report on Form 8-K, and if not,
stating the respects in which it does not agree. The letter from
Child dated January 26, 2010 is filed as Exhibit 16.1 to this Current Report on
Form 8-K.
During
the Company’s two most fiscal years ended December 31, 2009 and 2008, and the
subsequent interim period through the date of appointment of CFR on January 26,
2010, we have not, nor has any person on our behalf, consulted with CFR
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, nor has CFR provided to us a
written report or oral advice regarding such principles or audit opinion on any
matter that was subject of a disagreement as set forth in Item 304(a)(1)(iv) of
Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of
Regulation S-K with our former principal independent accountant.
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
(b) On
July24, 2009, we acquired Natural Blue Solutions, Inc., a Nevada corporation
(“Natural Blue Nevada”), which transaction (the “Transaction”) is more fully
described in our Current Report on Form 8-K dated July 24, 2009, and filed with
the SEC on July 24, 2009. Subsequently, we filed our Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2009 on November 23, 2009 (the
“Report”) although the financial statements included therein were not reviewed
by Child, our independent public accountants at the time of filing. The
financial statements in the Report reflect our acquisition of Natural Blue
Nevada as a business acquisition wherein we were the accounting acquirer.
Current accounting standards require that we evaluate which of multiple
combining companies in a business combination transaction is the accounting
acquirer, irrespective of which is the legal acquirer based upon several
criteria, including common shareholder ownership, operational management and
governance.
On or
about October 8, 2009, the Company began discussions with CFR regarding the
engagement of CFR as the Company’s principal independent
accountant. CFR conducted a limited preliminary review of the
Company’s financial statements as part of its due diligence investigation to
determine whether CFR would undertake the engagement. During CFR’s
preliminary review, CFR identified a possible issue regarding the accounting
acquirer in the Transaction. On or about November 11, 2009, CFR
advised the Company that it should engage a financial or accounting consultant
(the “Consultant”) to examine and advise the Company with respect to such
issue. The Company engaged the Consultant on December 4,
2009.
On
January 7, 2009, after consultation with our Consultant and consideration of all
facts and circumstances known to management, we reached the conclusion that
Natural Blue Nevada better met the aforementioned criteria and is the accounting
acquirer in the Transaction. As a result, the financial statements included in
the Report require restatement to apply acquisition accounting as if Natural
Blue Nevada was the acquiring organization and should not be relied
upon Our Chief Financial Officer reached this conclusion after
discussion of the matters disclosed in this Item 4.02(b) with the Consultant and
other members of management, but did not consult with the Company’s independent
accountant in reaching the conclusion that the financial statements included in
the Report could not be relied upon and would need to be
restated. Based upon such conclusion, we are currently engaged in
performing the accounting under this method and intend to file an amended Form
10-Q for the quarterly period ended September 30, 2009, as promptly as
practicable, in order to restate the financial statements included in the
Report.
Item
9.01. Financial Statements and Exhibits.
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Report to be signed in its behalf by the
undersigned, thereunto duly authorized.
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NATURAL
BLUE RESOURCES, INC.
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Dated:
January 26, 2010
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By:
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/s/
Toney
Anaya
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Toney
Anaya,
Chief
Executive Officer
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