U.S.
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): September 15, 2007
SKRM
Interactive Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-24370
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33-0611748
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|
(Commission
File No.)
|
(IRS
Employer Identification No.)
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14553
South 790 West
Bluffdale,
Utah 84065
(866)
922-9533
(Address
and telephone number of principal executive offices and place of
business)
(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 (see General Instruction 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
240.14-12)
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 13ed-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
On
January 10, 2008, SKRM Interactive, Inc. (the “Company”) filed a Current Report
on Form 8-K (the “Initial Form 8-K”) to report, among other events, a
change in the Company’s principal independent accountant. The Company is filing
this Amendment No. 1 to Current Report on Form 8-K for the purpose of
amending the disclosure set forth in Item 4.01 of the Initial Form 8-K to
provide additional information regarding such change.
On
September 12, 2007, the Company, Jeffrey Martin, Sector 10 Services-USA, Inc.
(“Sector 10 Services”), Sector 10 Holdings, Inc. (“Sector 10 Holdings”) and the
Pericles DeAvila Institute for Humanitarian Studies (the “DeAvila Institute”)
entered into a Stock Exchange Agreement (the “Exchange Agreement”) setting forth
the terms and conditions upon which the Company and the other parties thereto
proposed to consummate a stock exchange transaction pursuant to which Sector
10
Holdings and the DeAvila Institute would transfer to the Company approximately
75% of the issued and outstanding shares of common stock of Sector 10 Services
in exchange for (i) the Company’s issuance and delivery to Sector 10 Holdings
and the DeAvila Institute of 47,058,824 and 2,941,176 newly-issued shares of
the
Company’s common stock (the “Common Stock”), respectively, and (ii) Mr. Martin’s
transfer and delivery to Sector 10 Holdings and the DeAvila Institute of
14,117,674 and 882,353 outstanding shares of Common Stock, respectively
(collectively, the “Sector 10 Transaction”). A summary of the terms of the
Exchange Agreement and related details were originally disclosed in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on October
11, 2007.
As
a
result of the completion of the Sector 10 Transaction discussed above, the
Board
of Directors of the Company (the “Board”) determined that the Company should
engage a principal independent accountant with offices in close proximity to
the
Company’s current headquarters and operations. Since the previous principal
independent accountant of the Company does not satisfy the requirements set
forth by the Board, on November 19, 2007, the Board dismissed the previous
principal independent accountant of the Company and engaged a new principal
independent accountant. The actions associated with the foregoing dismissal
and
engagement are set forth below:
(a)
Dismissal of Previous Principal Independent Accountant
On
November 19, 2007, the Board took action to dismiss Malone and Bailey, PC,
of
Houston, Texas (the “Former Accountant”), as the Company’s principal independent
accountant. On January 25, 2008, the Company notified the Former Accountant
of
the dismissal. The Former Accountant’s reports on the Company’s financial
statements for the past two years, and for the interim period through January
25, 2008, did not contain an adverse opinion or disclaimer of opinion, nor
were
they modified as to uncertainty, audit scope or accounting principles. The
Company has had no disagreements with the Former Accountant on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the Former Accountant’s
satisfaction, would have caused it to make reference to the subject matter
of
the disagreement in connection with its report.
The
Company has provided to the Former Accountant a copy of the disclosures set
forth in this Item 4.01 and has requested that the Former Accountant furnish
the
Company with a letter addressed to the U.S. Securities and Exchange Commission
(the “Commission”) stating whether it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. Upon
receipt of the Former Accountant’s letter, the Company intends to file such
letter with the Commission by amendment to this report.
(b)
Engagement of New Principal Independent Accountant
On
November 19, 2007, the Board engaged the following firm to serve as the
principal independent accountant of the Company for the Company’s fiscal year
ending March 31, 2008.
HJ
&
Associates, LLC
50
West
Broadway
Suite
600
Salt
Lake
City, UT 84101-2039
Phone:
(801) 328-4408
During
the two most recent years and through November 19, 2007, the Company had not
consulted with HJ & Associates, LLC (the “New Accountant”) regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on
the Company’s financial statements, and no written report or oral advice was
provided to the Company by concluding there was an important factor to be
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issue: or, (ii) any matter that was the subject of
disagreement, as that term is defined in Item 304(a)(1)(v) of Regulation S-K
and
the related instructions to item 304 of Regulation S-K. or a reportable event,
as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided to the New Accountant a copy of the disclosure required
by
this Item 4.01, and has provided the New Accountant the opportunity to furnish
the Company with a letter addressed to the Commission containing any new
information, clarification of the Company’s expression of its views, or the
respects in which it does not agree with the Company’s statements made in
response to this Item. The New Accountant has declined to furnish the Company
with such a letter.
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.
Dated: January
25, 2008
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SKRM
Interactive Inc.
By: Pericles
DeAvila
Pericles
DeAvila, President
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