Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
A
CURRENT
REPORT
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACTOF 1934
Date of
Report: July 20, 2009
Commission
file number:
000-50709
NOWAUTO GROUP,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-50709
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77-0594821
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(State
or other jurisdiction
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Commission
file number
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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2090 East University, Suite
112, Tempe, Arizona 85281
(address
of principal executive offices, including zip code)
(480)
990-0007
(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:
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))
ITEM
4.01
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CHANGES
IN REGISTRANT'S CERTIFYING
ACCOUNTANT.
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(a) On
August 7, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, (Moore), its independent registered public account firm.
On the same date, On August 7, 2009, the accounting firm of Seale and Beers,
CPAs was engaged as the Registrant’s new independent registered public account
firm. The Board of Directors of the Registrant and the Registrant's Audit
Committee approved of the dismissal of Moore & Associates Chartered and the
engagement of Seale and Beers, CPAs as its independent auditor. None of the
reports of Moore & Associates Chartered on the Company's financial
statements for either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles, except that
the Registrant's audited financial statements contained in its Form 10-K for the
fiscal year ended June 30, 2008 a going concern qualification in the
registrant's audited financial statements.
During
the registrant's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with Moore and Associates, Chartered
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Moore and Associates, Chartered's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report on the registrant's financial statements.
This
action was taken in anticipation of sanctions taken by the Public Company
Accounting Oversight Board (“PCAOB”) of Moore & Associates. Subsequently, on
August 27, 2009, the PCAOB revoked the registration f Moore because of
violations of PCAOB rules and auditing standards in auditing financial
statements, PCAOB rules and quality controls standards, And Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation
with a Board investigation.
The
registrant has requested that Moore and Associates, Chartered furnish it with an
amended Exhibit 16.1 letter from Moore addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. Mr. Moore has
notified us that he will not be providing this letter.
b) On
August 7, 2009, the registrant engaged Seale and Beers, CPAs as its independent
accountant. During the two most recent fiscal years and the interim periods
preceding the engagement, the registrant has not consulted Seale and Beers, CPAs
regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-B.
ITEM
4.02
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Non-reliance
on previously issued financial statements or a related audit report or
completed interim
review
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Discussions
about the reliability of the June 30, 2008 report began in July. Moore &
Associates, Chartered was sanctioned on August 27th.
Therefore, the audit for this period is no longer valid and is currently being
redone. This statement and any subsequent statements can not be relied on.
Goodwill has been reviewed again and an impairment of $216,151 is expected.
Also, the Company plans to increase the Allowance for Doubtful Accounts by
$650,000 though this may be adjusted pending the completion of the audit. This
will have the effect of reducing Total Assets and earnings for the period and
Retained Earnings in all subsequent periods. These matters have been discussed
with our independent auditor, Seale and Beers, as well as the subsequent
auditor, Semple, Marchal & Cooper.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934 the registrant
has duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
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Date:
July 20,
2009
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/s/
Faith Forbis
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