Delaware
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0-15260
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88-0218411
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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200
Queens Quay East, Unit #1, Toronto, Ontario, Canada
MKA
4K9
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N/A
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(Address
of Principal Executive Offices)
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(Zip
Code)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1.
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On
March 31, 2009, Element 21 Golf Company (the “Company”), pursuant to the
unanimous written consent of the Board of Directors, dismissed Parente
Randolph, LLC (“Parente”) as its independent registered public accounting
firm. On March 18, 2009, in anticipation of the dismissal of
Parente, the Company, pursuant to the unanimous written consent of the
Company’s Board of Directors, engaged MSCM LLP (“MSCM”) as its independent
registered public accounting
firm.
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2.
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Prior
to engaging MSCM, the Company did not consult with MSCM regarding the
application of accounting principles to a specific completed or
contemplated transaction or regarding the type of audit opinions that
might be rendered by MSCM on the Company’s financial statements, and MSCM
did not provide any written or oral advice that was an important factor
considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue. The Company engaged
Parente on February 19, 2009 and to date there has been no services proved
by Parente to the Company and Parente did not render any audit opinions to
the Company during the period of its engagement. During the
period of its engagement, there were no disagreements, as defined in Item
304 (a)(1)(iv) of Regulation S-K, nor was there any reportable event
within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
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3.
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The
Company provided Parente with a copy of this amended current report on
Form 8-K/A prior to its filing with the Securities and Exchange Commission
and requested that Parente furnish the Company with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with
above statements and, if it does not agree, the respects in which it does
not agree. A copy of the letter from Parente, is filed herewith as Exhibit
16.1.
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(d) Exhibits.
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ELEMENT
21 GOLF COMPANY
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Date: April
7, 2009
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By:
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/s/ Nataliya Hearn
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Dr.
Nataliya Hearn
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President
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