SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 25, 2013
Terra Inventions Corp.
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(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-33391 | 88-0490890 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 4894 Lone Mountain #168, Las Vegas, NV | 89130 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (702) 425-4289
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On June 25, 2013, the Board of Directors of the Company accepted the resignation of Madsen & Associates, CPA’s Inc., its independent registered public accounting firm. On the same date, June 25, 2013, the accounting firm of Sadler, Gibb & Associates, LLC was engaged as the Company's new independent registered public accounting firm, to audit the Company’s financial statements for its fiscal year ending July 31, 2013. From the date that Madsen & Associates, CPA’s Inc. were engaged, January 6, 2010, to the present time, or any other period of time, the reports of Madsen & Associates, CPA’s Inc. on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, or were qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports of Madsen & Associates, CPA’s Inc. as to the Company’s financial statements for its fiscal years ended July 31, 2011 and July 31, 2012, were modified for uncertainty due to the substantial doubt about the Company’s ability to continue as a going concern.
During the Company's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Madsen & Associates, CPA’s Inc., 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 the satisfaction of Madsen & Associates, CPA’s Inc., would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements.
The Company has requested that Madsen & Associates, CPA’s Inc. furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.
b) On June 25, 2013, the Company engaged Sadler, Gibb & Associates, LLC as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted Sadler, Gibb & Associates, LLC regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16. | Letter on change in certifying accountant from Madsen & Associates, CPA’s Inc. |
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.
| TERRA INVENTIONS CORP. | ||
| (Registrant) | ||
| By-: /s/ Stacey Fling | ||
| Stacey Fling, | ||
| Chief Executive Officer | ||
| June 26, 2013 |
LETTER ON CHANGE IN CERTIFYING ACCOUNTANT FROM MADSEN & ASSOCIATES, CPA’S INC.
June 26, 2013
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
We have read Item 4.01 of the Form 8-K dated June 25, 2013, of Terra Inventions Corp. and are in agreement with the statements contained in the first and second paragraphs of Item 4.01 on page 2 therein. We have no basis to agree or disagree with the other statements of the Company contained therein.
We hereby confirm that there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) that occurred within the two most recent fiscal years of Terra Inventions Corp.
Sincerely,
By: /s/ Madsen & Associates, CPA’s Inc.
Madsen & Associates, CPA’s Inc.
cc: Terra Inventions Corp.