8-K 1 nustate_8k.htm CURRENT REPORT nustate_8k.htm
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):   (April 25, 2013)


NUSTATE ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 
Nevada
(State or other jurisdiction
of incorporation)
  
000-25753
(Commission File Number)
  
87-04496677
(I.R.S. Employer
Identification No.)
         
         
 
1201 MAIN STREET,
SUITE 1980
COLUMBIA,
SOUTH CAROLINA 29201
  
 
(Address of principal executive offices) (zip code)
  
         
 
(803) 748 1309
  
 
(Registrant’s telephone number, including area code)
  
         
 
Not Applicable
  
   
(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))
 
 
 
 
 
Item 4.01       Changes in Registrant’s Certifying Accountant

On April 25, 2013, NuState Energy Holdings, Inc. (the “Company”) was notified by its independent registered public accounting firm, Sherb & Co., LLP ("Sherb"), that Sherb has combined its practice with RBSM LLP effective as of January 1, 2013.  As a result of the combination and upon notice by Sherb to the Company, on April 25, 2013 Sherb was in effect dismissed as the Company's independent registered public accounting firm and RBSM LLP was engaged as the Company's independent registered public accounting firm.  For the avoidance of doubt, the Board of Directors of the Company approved the engagement of RBSM LLP as the Company's independent registered public accounting firm on April 26, 2013.
 
The principal accountant's reports of Sherb on the financial statements of the Company as of and for the two years ended June 30, 2012 and June 30, 2011 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. The principal accountant’s reports of Sherb on the financial statements of the Company for the years ended June 30, 2012 and 2011 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue as a going concern.
 
During the two years ended June 30, 2012 and June 30, 2011 and through the date of this Current Report on Form 8-K (the “8-K”), there were no disagreements with Sherb on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Sherb's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the two years ended June 30, 2012 and through the date of this 8-K, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
 
During the two years ended June 30, 2012 and through the date of this 8-K, the Company did not consult with RBSM LLP with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided Sherb with a copy of the foregoing disclosure and requested Sherb to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated April 30, 2013, furnished by Sherb, is filed as Exhibit 16.1 to this 8-K.
 
Item 9.01        Financial Statements and Exhibits
 
(d) 
Exhibits
 
 
16.1
Letter dated May 1, 2013 from Sherb & Co., LLP to the Securities and Exchange Commission.
  
 

 
 
 


SIGNATURE
 
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: May 1, 2013
  
NuState Energy Holdings, Inc.
     
     
   
By: /s/ Kevin Yates
   
Kevin Yates
   
Chairman of the Board
(principal executive and principal financial officer)