- Current report filing (8-K)

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

 

 

Date of Report (Date of earliest event reported):   November 13, 2012

 

South American Gold Corp.

(Exact name of registrant as specified in its charter)

 

Nevada	000-52156	98-0486676
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3645 E. Main Street, Suite 119, Richmond, IN	47374
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code:   ( 765) 356-9726

 

(Former name or former address, if changed since last report)

 

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:

 

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))

 

 

 

 

 

 

 

 

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Item 4.01

Changes in Registrant’s Certifying Accountant

 

(a)	Previous independent registered public accounting firm
	(i)	On  November 6, 2012, South American Gold Corp.  (the “Company”) formally informed Madsen & Associates CPAs, Inc. of their dismissal as the Company’s independent registered public accounting firm.
	(ii)	The reports of Madsen & Associates CPAs, Inc. on the Company’s financial statements as of and for the years ended June 30, 2012 and 2011 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
	(iii)	The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.  The Company does not have an audit committee and rather the decisions was made by the Board of Directors.
	(iv)	During the years ended June 30, 2012 and 2011, and through  November 6, 2012, there have been no disagreements with Madsen & Associates CPAs, Inc. 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 Madsen & Associates CPAs, Inc. would have caused them to make reference thereto in connection with their report on the financial statements for such years.
	(v)	The Company has requested that Madsen & Associates CPAs, Inc. furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.

 

(b)	New independent registered public accounting firm
	(1)	On November 6, 2012, the Company engaged Sadler, Gibb & Associates, L.L.C. as its new independent registered public accounting firm. The engagement was approved by the Company’s Board of Directors.  During the years ended June 30, 2012 and 2011 and through November 6, 2012, the Company had not consulted with Sadler, Gibb & Associates, L.L.C. regarding any of the following:
	(i)	The application of accounting principles to a specific transaction, either completed or proposed;
	(ii)	The type of audit opinion that might be rendered on the Company’s consolidated financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Sadler, Gibb & Associates, L.L.C. concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or
	(iii)	Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

 

Item 9.01	Financial Statements and Exhibits
(d)   Exhibits.   The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
16.1	Letter of Madsen & Associates CPAs, Inc. dated November 13, 2012.

 

 

 

 

 

 

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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.

 

Date:   November 14, 2012

 

South American Gold Corp.
By:		/s/ Raymond DeMotte
Name:		Raymond DeMotte
Title:		President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

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